Heritage Commerce Corp 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes◻No⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submitand post such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. 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 complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm thatprepared or issued its audit report☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.◻ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).◻ The aggregate market value of the common stock held by non-affiliates of the Registrant as of June 30, 2024, based upon the closing price onthat date of $8.70 per share as reported on the Nasdaq Global Select Market, and 47,494,947 shares held, was approximately$413.2million. As of February14, 2025, there were61,442,934shares of the Registrant’s common stock (no par value) outstanding. DOCUMENTSINCORPORATEDBYREFERENCE Portions of the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A inconnection with the 2025 Annual Meeting of Shareholders to be held on May 22, 2025 are incorporated by reference into Part III of this Report. The proxystatement will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant’s fiscal year ended December 31, 2024. HERITAGE COMMERCE CORP INDEX TO ANNUAL REPORT ON FORM 10-KFOR YEAR ENDED DECEMBER 31, 2024 PART I. Item1.Business5Item1A.Risk Factors17Item1B.Unresolved Staff Comments38Item1C.Cybersecurity38Item2.Properties40Item3.Legal Proceedings43Item4.Mine Safety Disclosures43PART II.Item5.Market for the Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases ofEquity Securities43Item6.[RESERVED]44Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations45Item7A.Quantitative and Qualitative Disclosures About Market Risk82Item8.Financial Statements and Supplementary Data82Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosures82Item9A.Controls and Procedures82Item9B.Other Information83Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections83PART III.Item10.Directors, Executive Officers and Corporate Governance84Item11.Executive Compensation84Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters84Item13.Certain Relationships and Related Transactions and Director Independence85Item14.Principal Accountant Fees and Services85PART IV.Item15.Exhibits and Financial Statement Schedules85Item 16.Form 10-K Summary87Signatures88Financial Statements89 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form10-K contains various statements that may constitute forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended,Rule175 promulgated thereunder, and Section21E of the Securities Exchange Act of 1934, asamended, Rule3b-6 promulgated thereunder and are intended to be covered by the safe harborprovisions of the Private Securities Litigation Reform Act of 1995. All statements about ourexpectations, beliefs, plans, objectives, assumption