Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 2024

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

California

000-23877

77-0469558

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


224 Airport Parkway, San Jose, California		95110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 947-6900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, No Par Value

HTBK

The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

ITEM 5.02

Departure of Certain Officers; Appointment of Certain Officers

On November 13, 2024, Heritage Commerce Corp (“Company”), the holding company for Heritage Bank of Commerce (“Bank”) issued a press release announcing the appointment of Thomas A. Sa to serve on an interim role as Chief Financial Officer effective November 18, 2024. Mr. Sa will succeed Lawrence D. McGovern, who had served as Chief Financial Officer of the Company and the Bank since July 1998. Mr. McGovern will depart on or about February 15, 2025, and will continue in a transitional role from November 18, 2024, until his departure. The terms of Mr. Sa’s employment agreement are summarized in a Current Report on Form 8-K dated October 1, 2024, which description is incorporated herein by reference.

ITEM 7.01

REGULATION FD DISCLOSURE

On November 13, 2024, the Company issued a press release announcing Mr. McGovern’s departure from his roles as Chief Financial Officer of the Company and the Bank and of Mr. Sa’s interim succession to that role. A copy of the press release is attached as Exhibit 99.1 to this Current Report. In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the press release be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(D)

Exhibits.


99.1		Press Release dated November 13, 2024, entitled “Heritage Commerce Corp Announces Appointment of Thomas A. Sa as Interim Chief Financial Officer”

104		Cover Page Interactive Data File (embedded within XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2024


Heritage Commerce Corp

By:		/s/ Thomas A. Sa
Name:		Thomas A. Sa
		Executive Vice President, Chief Operating Officer

Exhibit 99.1

Heritage Commerce Corp Announces Chief Financial Officer Succession

Lawrence D. McGovern to Depart Company in February 2025; Thomas A. Sa to Serve as Interim Chief Financial Officer

San Jose, CA — November 13, 2024 — Heritage Commerce Corp (Nasdaq: HTBK), (“Company”), the holding company for Heritage Bank of Commerce (“Bank”), today announced that Executive Vice President and Chief Financial Officer Lawrence D. McGovern is expected to depart the Company in February 2025.

Thomas A. Sa, who currently serves as the Chief Operating Officer for the Company and the Bank, will assume the duties of Chief Financial Officer on an interim basis beginning November 18, 2024, while the Company and the Bank complete a search for Mr. McGovern’s permanent replacement. Mr. McGovern will continue with the Company in a transitional role during this period, which is expected to continue until mid-February 2025. Mr. Sa and Mr. McGovern will work together closely in the coming weeks to ensure a seamless transition.

The Company’s Chief Executive Officer, Robertson “Clay” Jones, stated, “We are grateful to Larry for his 26 years of dedicated service to the Bank and the Company and we wish him the very best in his next chapter.”

Mr. Jones continued, “We are fortunate that Tom Sa, who recently joined as our COO, has extensive banking and securities reporting experience, including having served as Chief Financial Officer at both California BanCorp (Nasdaq:CALB) and Bridge Capital Holdings (formerly Nasdaq:BBNK). We are confident that Tom is well suited to serve as Interim CFO while we conduct the search for a permanent CFO.”

The Company confirmed that Mr. McGovern’s departure does not relate to any concerns regarding the integrity or reliability of the Company’s financial statements.

Heritage Commerce Corp, a bank holding company established in October 1997, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose, CA with full-service branches in Danville, Fremont, Gilroy, Hollister, Livermore, Los Altos, Los Gatos, Morgan Hill, Oakland, Palo Alto, Pleasanton, Redwood City, San Francisco, San Jose, San Mateo, San Rafael, and Walnut Creek. Heritage Bank of Commerce is an SBA Preferred Lender. Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in San Jose, CA and provides business-essential working capital factoring financing to various industries throughout the United States. For more information, please visit www.heritagecommercecorp.com. The contents of our website are not incorporated into, and do not form a part of, this release or of our filings with the Securities and Exchange Commission.

Member FDIC

For additional information, contact:

Thomas A. Sa

Chief Operating Officer

Tom.Sa@herbank.com

Document and Entity Information	Nov. 13, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001053352
Document Type	8-K
Document Period End Date	Nov. 13, 2024
Entity Registrant Name	HERITAGE COMMERCE CORP
Entity Incorporation State Country Code	CA
Entity File Number	000-23877
Entity Tax Identification Number	77-0469558
Entity Address, Address Line One	224 Airport Parkway
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95110
City Area Code	(408)
Local Phone Number	947-6900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, No Par Value
Trading Symbol	HTBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false