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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 18, 2020

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 7.01 Regulation FD Disclosure.

Management of Heritage Commerce Corp, the holding company (the “Company”) for Heritage Bank of Commerce, is scheduled to participate in the Keefe, Bruyette & Woods Virtual West Coast Field Trip on Wednesday, November 18, 2020. Keith A. Wilton, President and Chief Executive Officer, and Lawrence D. McGovern, Executive Vice President and Chief Financial Officer, will participate in a virtual investor meeting from 12:05 pm to 12:40 pm Pacific Standard Time from 224 Airport Parkway, San Jose, CA 95110.

A copy of the information in the investor presentation is included as Exhibit 99.1. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.

item 9.01 Financial statements and exhibits.

99.1 | The Company’s investor presentation was made available on November 18, 2020.
104 | Cover Page Interactive Data File (embedded within XBRL document)

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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 18, 2020

Heritage Commerce Corp

By: /s/ Lawrence D. McGovern |
Name: Lawrence D. McGovern |
Executive Vice President and Chief Financial Officer |

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