HERITAGE COMMERCE CORP 8-K

What Happened Heritage Commerce Corp (HTBK), the holding company for Heritage Bank of Commerce, filed an 8-K (filed Jan 2, 2026) reporting that director Jason DiNapoli retired effective December 31, 2025. Mr. DiNapoli had served on the Board since his initial appointment in 2018. The company stated his retirement was not due to any disagreement with the Company, including matters related to operations, policies, practices, or its recently announced merger.

Key Details

• Director Jason DiNapoli retired effective December 31, 2025.
• Mr. DiNapoli had been a Board member since 2018.
• The Board set the total number of directors at eight, effective January 1, 2026.
• The 8-K was filed on January 2, 2026.

Why It Matters Board departures change corporate governance makeup and can affect oversight of strategy and transactions. Investors should note the company characterized the retirement as voluntary and unrelated to any disagreements, and that the Board quickly fixed its size at eight directors. Shareholders tracking leadership and governance ahead of the company’s announced merger will likely consider this change when assessing board continuity and oversight.