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HTBK • CIK 0001053352
We are a bank holding company formed in 1997 as the sole shareholder of Heritage Bank of Commerce (“HBC” or the “Bank”), a California-chartered, FDIC-insured community-focused business bank headquartered in San Jose, California, since its formation in 1994. We provide a full line of banking services and products to business and individual clients, with a focus on small and medium-sized business and their owners, managers and employees. We have an extensive suite of online banking services, but our business is based largely on our network of sixteen full-service branches around the San Francisco Bay and Silicon Valley areas of coastal Central California, including locations in Alameda, Contra Costa, Marin, San Benito, San Francisco, San Mateo and Santa Clara counties. 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. As we work toward the completion of the transaction, we remain fully focused on executing our strategy and continuing to support our clients, colleagues, and communities. Among these critical steps, during 2025 we: • Delivered meaningful balance‑sheet growth and expanded operating leverage through disciplined expense management. • Continued our positive credit trends during 2025, with nonperforming assets and net charge-offs remaining low at December 31, 2025. • Hired a new Chief Accounting Officer, Jeannie Tam, who brings more than 15 years of financial leadership experience in accounting operations, financial close, and finance transformation within financial services. • Hired a new Chief Financial Officer, Seth Fonti, who brings more than two decades of financial and strategic leadership experience across global and domestic banking institutions. • The Company successfully advanced its long-term succession strategy across the enterprise and the Board of Directors, highlighted by the planned elevation of the Vice Chair to Chair of the Board of Directors in May 2025 and the appointment of a new independent director in August 2025, ensuring both leadership continuity and refreshment. We are proud and confident in our more routine accomplishments, as well. We believe our loan portfolio is well-diversified among the commercial, real estate, construction and land development, consumer and Small Business Administration (“SBA”) sectors. Both our loan and deposit bases are originated primarily on the basis of our physical presence through our branch offices. We offer a wide range of deposit products and loans for business banking and retail markets. We offer a multitude of other products and services to complement those lending and deposit services. Through the Bank’s Bay View Funding subsidiary, we also provide factoring financing to small businesses located throughout the United States. When we use “we”, “us”, “our” or the “Company”, we mean the Company on a consolidated basis with Heritage Bank of Commerce. When we refer to “HCC” or the “holding company”, we are referring to Heritage Commerce Corp on a standalone basis. When we use the “Bank” or “HBC”, we mean Heritage Bank of Commerce on a standalone basis. The Internet address of the Company’s website is “http://www.heritagecommercecorp.com,” and the Bank’s website is “http://www.heritagebankofcommerce.com.” The contents of our websites are not incorporated into and do not form a part of this or any other report or document we file with the SEC. The Company makes available free of charge through the Company’s website, the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports. The Company makes these reports available on its website on the same day they appear on the SEC’s website. 7 Table of Content s Heritage Bank of Commerce HBC is a California state-chartered bank headquartered in San Jose, California. It was incorporated in November 1993 and opened for business in June 1994. HBC operates through sixteen full-service branch offices.…