ONTARIO, Calif. and SAN JOSE, Calif., March 26, 2026 (GLOBE NEWSWIRE) -- CVB Financial Corp. (NASDAQ: CVBF), the holding company for Citizens Business Bank, and Heritage Commerce Corp (NASDAQ: HTBK), the holding company for Heritage Bank of Commerce, today jointly announced that each company’s respective shareholders have voted to approve the proposed merger of Heritage Commerce Corp with and into CVB Financial Corp. Subject to the receipt of regulatory approvals and satisfaction of all remaining closing co ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-K ___________________________________ (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 000-23877 Heritage Commerce Corp (Exact name of ...

Core Viewpoint - Heritage Commerce (HTBK) has shown a downtrend recently, losing 8% over the past two weeks, but a hammer chart pattern suggests a potential trend reversal as buying interest may be emerging [1][2]. Technical Analysis - The hammer chart pattern indicates a possible bottoming out, with selling pressure likely subsiding, suggesting that bulls may be gaining control [2][5]. - A hammer pattern forms when there is a small candle body with a long lower wick, indicating that the stock opened lower, made a new low, but closed near its opening price, reflecting buying interest [4][5]. - The effectiveness of the hammer pattern is enhanced when used alongside other bullish indicators, as its strength depends on its placement on the chart [6]. Fundamental Analysis - There has been a recent upward trend in earnings estimate revisions for HTBK, which is a bullish indicator, as such trends are correlated with near-term stock price movements [7]. - Over the last 30 days, the consensus EPS estimate for HTBK has increased by 3.2%, indicating that analysts expect better earnings than previously predicted [8]. - HTBK currently holds a Zacks Rank of 2 (Buy), placing it in the top 20% of over 4,000 ranked stocks, which typically outperform the market [9][10].

Group 1 - Heritage Commerce Corp has been recognized by Forbes in its seventeenth annual America's Best Banks list, ranking No. 1 in credit quality based on the percentage of assets classified as nonperforming [1] - The ranking evaluates the top 100 banks in America using metrics that measure credit quality, profitability, and stock performance among the 200 largest publicly traded banks and thrifts [1] - Heritage Bank of Commerce was also named one of Forbes' World's Best Banks in 2024, ranking 10 out of 68 banks in the United States based on consumer survey criteria including trust, customer service, and financial advice [2] Group 2 - Heritage Commerce Corp is a bank holding company established in October 1997, and its subsidiary, Heritage Bank of Commerce, was founded in 1994 [3] - The bank is headquartered in San Jose, California, and operates full-service branches in multiple locations including Danville, Fremont, and San Francisco [3] - Heritage Bank of Commerce is an SBA Preferred Lender and has a subsidiary, Bay View Funding, which provides working capital financing to various industries across the United States [3]

Core Viewpoint - The proposed sale of Heritage Commerce Corp to CVB Financial Corp is under investigation to assess whether the transaction adequately values Heritage and the process leading to this valuation is appropriate [1]. Group 1: Transaction Details - Heritage Commerce Corp shareholders will receive 0.6500 shares of CVB common stock for each share of Heritage they own as part of the proposed transaction [1]. Group 2: Legal Investigation - Kahn Swick & Foti, LLC is investigating the proposed sale to determine if the consideration offered undervalues Heritage Commerce Corp [1]. - The firm is inviting shareholders who believe the transaction undervalues the company to discuss their legal rights regarding the proposed sale [2].

分组1 - Heritage Commerce (HTBK) reported quarterly earnings of $0.28 per share, exceeding the Zacks Consensus Estimate of $0.23 per share, and up from $0.17 per share a year ago [1][2] - The earnings surprise for the quarter was +20.02%, and the company has surpassed consensus EPS estimates in all four of the last quarters [2] - The company posted revenues of $53.62 million for the quarter, which was 7.24% above the Zacks Consensus Estimate and an increase from $46.37 million year-over-year [3] 分组2 - Heritage Commerce shares have increased approximately 12.1% since the beginning of the year, outperforming the S&P 500's gain of 0.4% [4] - The current consensus EPS estimate for the upcoming quarter is $0.21 on revenues of $50.05 million, and for the current fiscal year, it is $0.95 on revenues of $207.3 million [8] - The Zacks Industry Rank for Banks - West is in the top 33% of over 250 Zacks industries, indicating a favorable outlook for the industry [9]

Core Insights - Heritage Commerce Corp reported a 62% year-over-year increase in adjusted fourth-quarter earnings, driven by balance-sheet growth, net interest margin (NIM) expansion, and positive operating leverage [1][4] - The company announced a strategic merger with Citizens Business Bank to enhance market presence and long-term growth opportunities [1][5] Financial Performance Highlights - For the fourth quarter of 2025, reported net income was $15.1 million, with diluted earnings per share (EPS) of $0.25, reflecting a 3% and 4% increase from the previous year, respectively [3][12] - Adjusted net income for the fourth quarter was $17.2 million, with adjusted EPS of $0.28, both up 17% from the previous year [3][12] - Full-year 2025 reported net income reached $47.8 million, with reported EPS of $0.78, an 18% increase from $40.5 million and $0.66 in 2024 [3][12] - Adjusted full-year net income was $56.4 million, with adjusted EPS of $0.91, marking a 39% increase from the previous year [3][12] Key Metrics - The return on average assets (ROAA) for the fourth quarter was 1.04%, while the adjusted ROAA was 1.18%, reflecting a 12% increase over the previous year [3][12] - The return on average tangible common equity (ROATCE) was 11.29%, with an adjusted ROATCE of 12.83%, both showing significant year-over-year improvements [3][12] - The efficiency ratio improved to 57.89% in the fourth quarter, with an adjusted efficiency ratio of 54.04%, a decrease of 7% from the previous year [3][12] Merger Details - The merger with Citizens Business Bank is valued at approximately $811 million, or $13.00 per share, and is expected to create a bank with around $22 billion in assets and over 75 branches [11][13] - The merger has been unanimously approved by the boards of both companies and is anticipated to close in the second quarter of 2026, pending regulatory and shareholder approvals [11][13]

Acquisition Strategy - CVBF plans to acquire Heritage Bank of Commerce, with an estimated closing in Q2 2026[22] - The acquisition is expected to result in a pro forma Return on Average Tangible Common Equity (ROATCE) of 168% in 2027[132] - The acquisition is projected to increase Earnings Per Share (EPS) by approximately 132% in 2027, excluding rate marks[132] - The transaction assumes cost savings of approximately 35% of Heritage Commerce's estimated 2027 operating noninterest expense, which is about $43 million[134] Financial Performance (Q4 2025) - Net income for Q4 2025 was $55044 thousand, with earnings per share (EPS) of $040[33] - The Net Interest Margin (NIM) for Q4 2025 was 349%[33] - The efficiency ratio for Q4 2025 was 463%[33] - The Return on Average Tangible Common Equity (ROATCE) for Q4 2025 was 1441%[33] Balance Sheet (December 31, 2025) - Total assets were $156 billion, with gross loans amounting to $87 billion[14,31] - Total deposits, including repurchase agreements (repos), were $126 billion[14,31] - Total equity was $23 billion[14] - Securities totaled $50 billion, representing 32% of assets[31] - Loans totaled $87 billion, representing 55% of assets[31] Capital Ratios (December 31, 2025) - The Common Equity Tier 1 (CET1) ratio was 159%[32,33] - The Tier 1 Leverage ratio was 116%[32] - The Tangible Common Equity (TCE) ratio was 103%[32,33] Loan Portfolio (December 31, 2025) - Commercial Real Estate (CRE) loans constituted 76% of the loan portfolio[31] - Commercial and Industrial (C&I) loans represented 11% of the loan portfolio[31] - Dairy & Livestock (D&L) and Agribusiness loans accounted for 5% of the loan portfolio[31]

Core Viewpoint - Momentum investing focuses on following a stock's recent price trends, aiming to buy high and sell higher, with the expectation that established trends will continue [1] Company Overview: Heritage Commerce (HTBK) - Heritage Commerce currently holds a Momentum Style Score of B and a Zacks Rank of 2 (Buy), indicating strong potential for performance [3][4] - The stock has shown a price increase of 0.97% over the past week, outperforming the Zacks Banks - West industry, which declined by 0.78% during the same period [6] - Over the last month, HTBK's shares have increased by 11.59%, significantly better than the industry's 2.97% performance [6] - In the last quarter, HTBK shares rose by 24.57%, and over the past year, they gained 32.55%, while the S&P 500 only increased by 3.98% and 16.97%, respectively [7] Trading Volume - HTBK's average 20-day trading volume is 1,142,685 shares, which serves as a bullish indicator when combined with rising stock prices [8] Earnings Outlook - In the past two months, one earnings estimate for HTBK has increased, raising the consensus estimate from $0.87 to $0.88 for the full year, with no downward revisions [10] - For the next fiscal year, one estimate has also moved upwards, indicating positive sentiment regarding future earnings [10] Conclusion - Given the positive momentum indicators and earnings outlook, HTBK is positioned as a strong buy candidate for investors seeking short-term opportunities [12]

Core Viewpoint - Monteverde & Associates PC is investigating Heritage Commerce Corp's proposed sale to CVB Financial Corp, where Heritage shareholders are expected to receive 0.6500 shares of CVB common stock for each share of Heritage, raising questions about the fairness of the deal [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - Heritage Commerce Corp shareholders are set to receive 0.6500 shares of CVB common stock for each share they own in Heritage as part of the proposed transaction [1]. - The investigation aims to determine whether this transaction is fair for Heritage shareholders [1].