HERITAGE COMMERCE CORP 8-K

What Happened
Heritage Commerce Corp (HTBK) filed an 8-K on March 27, 2026 reporting that at a special meeting on March 26, 2026 shareholders approved the merger of Heritage into CVB Financial Corp. (CVBF) under the Merger Agreement dated December 17, 2025. Under the transaction, each outstanding share of Heritage common stock (other than excluded shares) will be cancelled and converted into the right to receive 0.65 shares of CVBF common stock. A joint press release announcing the meeting results was issued on March 26, 2026 (Exhibit 99.1).

Key Details

• Record date: February 9, 2026 — 61,552,260 Heritage shares outstanding; 42,805,789 shares (69.5%) represented at the meeting (quorum).
• Merger (Proposal 1) vote: For 42,403,674; Against 114,518; Abstentions 287,597.
• Advisory compensation (non-binding) vote (Proposal 2): For 32,622,919; Against 9,219,597; Abstentions 963,273.
• Adjournment (Proposal 3) vote: For 40,827,731; Against 1,152,394; Abstentions 825,664 — not used because Merger was approved.

Why It Matters
The shareholder approval clears a key step toward completing the merger: Heritage common shares will be exchanged for CVBF shares at the stated ratio if the transaction closes. The advisory vote on merger-related executive compensation passed but is non-binding. Investors in Heritage should watch for subsequent filings and announcements about closing conditions, regulatory approvals, and the effective date of the merger to understand timing and any tax or record implications.