8-K

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): September 6, 2018

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.)

150 Almaden Boulevard, San Jose, California	95113
(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):

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

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

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

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

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 o

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 o

ITEM 7.01   REGULATION FD DISCLOSURE.

Walter Kaczmarek, President and Chief Executive Officer, Keith Wilton, Executive Vice President and Chief Operating Officer, and Lawrence McGovern, Executive Vice President and Chief Financial Officer, of Heritage Commerce Corp (the “Company”) conducted a question and answer session at its San Jose office on September 6, 2018 to institutional investors.

A copy of the information distributed to those in attendance 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 presentation to investors presented on September 6, 2018

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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: September 7, 2018
Heritage Commerce Corp
By:	/s/ Lawrence D. McGovern
Name: Lawrence D. McGovern
Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Sandler O’Neill + Partners, L.P. Investor Meeting September 6, 2018

Forward Looking Statement Disclaimer Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the Heritage Commerce Corp’s, the holding company (“HCC”) for Heritage Bank of Commerce, possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. For a discussion of factors which could cause results to differ, please see HCC’s reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and HCC’s press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. HCC undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. 2

Heritage Commerce Corp Build a significant, well diversified, community business bank in Northern California (primarily the San Francisco Bay Area) Providing a diversified mix of lending and deposit products oriented to small and medium sized business and professional communities (and the principals thereof) Delivering products and services through full-service branch offices located in key communities throughout the footprint Building the franchise through: Organic growth New loan team de novo office locations M&A 3 14 Branches Strategy

Heritage Bank of Commerce Profile History: A community business bank founded in 1994 headquartered in San Jose, California Heritage Commerce Corp, a California corporation, organized in 1997 Relationship Banking Offers a full range of banking services to small and medium sized businesses (and their principals), and to professionals using a “Consultative” relationship banking approach Core Clientele Small to medium sized closely held businesses (and their principals and key employees) Professionals High net worth individuals Specialty Expertise SBA Lending and loan sales Dental Lending Corporate Finance/Asset-Based Lending Factoring Construction Lending Cash Management Non-profit organizations, education, and churches Homeowner Association Services 4

Current Heritage Commerce Corp Snapshot – 14 Branches Headquartered in San Jose, California 5 At or for the Quarter Ended June 30, 2018 n Total Assets $ 3.1 billion n Total Loans $ 2.0 billion n Total Deposits $ 2.7 billion n Total Shareholders' Equity $ 346.3 million n TE/Tangible Assets 8.25% n TCE/Tangible Assets 8.25% n Total RBC Ratio 13.5% n Loans/Deposits 72.91% n Net Interest Margin(TEY) 4.30% n Quarterly Cash Dividend $ 0.11 per share

Located in the Economically Vibrant San Francisco Bay Area 6 Well-positioned in five affluent counties of the San Francisco Bay Area Projected Projected 2018 5-Yr 5-Yr Median Household 2018 Population Household Income County Population Growth Income Growth Santa Clara 1,948,715 5.08% $ 114,921 14.00% Alameda 1,672,270 5.50% 91,564 15.18% Contra Costa 1,151,213 5.19% 92,716 11.36% San Francisco 884,948 5.24% 102,300 16.76% San Mateo 773,926 4.50% 112,851 12.89% Marin 262,732 3.12% 111,053 11.50% San Benito 59,793 4.68% 82,022 10.54% California 39,695,753 4.06% 71,061 11.62% National 326,533,070 3.50% 61,045 8.86% Source: SNL as of 6/30/18

Market Share Ranks third amongst Independent Community Banks headquartered in the San Francisco Bay Area(1) Only independent community bank over $1 billion in assets headquartered in Santa Clara County (1) San Francisco Bay Area refers to Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara counties. Source: FDIC, Summary of Deposits as of June 30, 2017. (2) Includes Hollister Branch which is outside of market, and does not include Tri-Valley and United American aquistions 7 Deposits 2017 Branch in Bay Area(1) Rank Bank Count ($000) Top Regional Banks: 1 Fremont Bank 20 3,304,183 2 Mechanics Bank 25 2,797,309 3 Heritage Bank of Commerce 11 2,397,394 (2) 4 Bank of Marin 15 1,590,777 5 Sterling Bank and Trust, FSB 20 1,378,082 6 First National Bank of Northern California 13 1,024,363 7 United Business Bank 10 747,423 8 California Bank of Commerce 3 705,870 9 Avidbank 1 624,469 10 Pacific Coast Banker's Bank 5 539,540 Top National Franchises: 1 Bank of America, NA 198 151,593,304 2 Wells Fargo Bank, NA 231 103,621,465 3 Silicon Valley Bank 4 39,692,328 4 JPMorgan Chase Bank, NA 202 34,130,395 5 Bank of the West 80 26,997,079 6 Citibank, NA 95 26,165,000 Totals for Market:(1) 1,336 456,261,147

Experienced Management Team 8 May K. Y. Wong EVP / Controller 19 33

Recent Events: Tri-Valley Bank and United American Bank Mergers Tri-Valley Bank (“Tri-Valley”): Closed on April 6, 2018 Full-service California state-chartered commercial bank with a branch in Livermore Added approximately $117.4 million in loans and $92.7 million in deposits, at fair value, at June 30, 2018 Systems conversion completed in 2Q18 Merger related costs in 2Q18 totaled $2.7 million United American Bank (“United American”): Closed on May 4, 2018 Full-service commercial bank located in San Mateo County with branches located in San Mateo and Redwood City Added approximately $209.3 million in loans, at fair value, and $273.7 million in deposits, at fair value, at June 30, 2018 Systems conversion completed in 2Q18 Merger related costs in 2Q18 totaled $5.5 million 9

Balance Sheet Highlights (in $000’s) 10 Total loans average annualized growth since 2015 was 22% Total deposits average annualized growth since 2015 was 21%

Current Balance Sheet Highlights (in $000’s) 11 (1) Excludes time deposits $250 and over and all CDARs For the Periods Ended: % Change % Change 6/30/18 3/31/18 6/30/17 from 3/31/18 from 6/30/17 n Total Assets $ 3,123,207 $ 2,785,548 $ 2,732,900 12% 14% n Total Loans $ 1,956,633 $ 1,591,201 $ 1,566,324 23% 25% n Core Deposits(1) $ 2,585,192 $ 2,335,326 $ 2,211,404 11% 17% n Total Deposits $ 2,683,619 $ 2,422,192 $ 2,374,731 11% 13% n Equity / Total Assets 11.09% 9.73% 9.85% 14% 13% n TCE / Tangible Assets 8.25% 8.04% 8.11% 3% 2% n Total RBC Ratio 13.5% 14.7% 14.4% -8% -6%

Strong Deposit Base (in $000’s) 12 2Q 2018 Cost of Deposits = 0.19% Balance % of Total Demand, noninterest-bearing $ 1,002,053 37.4% Demand, interest-bearing 683,805 25.5% Savings and money market 827,304 30.8% Time deposits - under $250 72,030 2.7% Core Deposits 2,585,192 96.4% Time deposits - $250 and over 81,379 3.0% CDARS - interest-bearing demand, money market and time deposits 17,048 0.6% Total $ 2,683,619 100.0%

Diversified Loan Portfolio (in $000’s) 13 Balance % of Total Commercial $609,468 31.1% CRE - Owner Occupied 403,386 20.6% CRE - Investor/Other 627,498 32.1% Land & Construction 128,891 6.6% Equity Lines 121,278 6.2% Residential Mortgages 54,367 2.8% Consumer & Other 11,745 0.6% Total $1,956,633 100.0%

Credit Quality Metrics (in $000’s) 14 (1) Includes a $22.9 million lending relationship that was placed on nonaccrual during the second quarter of 2018. (2) ALLL/Total Loans decreased from 530.67% at March 31, 2018 primarily due to a $22.9 million lending relationship that was placed on nonaccrual during the second quarter of 2018 and the Tri-Valley and United American acquisitions. The loans acquired from Tri-Valley and United American are included in total loans; however, there was minimal allowance for loan losses attributed to these loans at June 30, 2018 because upon acquisition they were marked to fair value. Selected Ratios for 2Q18 Balance at 2Q18 (in $000's) 1. NPA's/Total Assets = 0.85% 1. Classified Assets $32,264 2. ALLL/ NPL's = 100.45%(2) 2. NPA's $26,545 3. ALLL/Total Loans = 1.36% 3. ALLL $26,664 4. Classified Assets/Total Assets = 1.03%

Net Interest Margin Trend (TEY) 15

Operating Performance (in $000’s) 16 (1)Includes a $6.1 million increase in the provision for loan losses related to a specific reserve for a $22.9 million lending relationship that was placed on nonaccrual during the second quarter of 2018. (2)Includes $8.2 million, $615,000, and $8.8 million pre-tax acquisition costs in 2Q 2018, 1Q 2018, and YTD 2018, respectfully, related to the Tri-Valley Bank and United American Bank mergers For the Periods Ended: % Change % Change 2Q 2018 1Q 2018 2Q 2017 from 1Q 2018 from 2Q 2017 YTD 2018 YTD 2017 % Change Net Interest Income $30,164 $26,348 $24,933 14% 21% $56,512 $48,759 16% Provision for Loan Losses(1) 7,198 506 (46) 1323% 15748% 7,704 275 2701% Net Interest Income after Provision for Loan Losses 22,966 25,842 24,979 -11% -8% 48,808 48,484 1% Noninterest Income 2,780 2,195 2,293 27% 21% 4,975 4,588 8% Noninterest Expense(2) 24,862 15,990 15,254 55% 63% 40,852 30,582 34% Income Before Income Taxes 884 12,047 12,018 -93% -93% 12,931 22,490 -43% Income Tax Expense (31) 3,238 4,569 -101% -101% 3,207 8,503 -62% Net Income (Before dividends on preferred stock) $915 $8,809 $7,449 -90% -88% $9,724 $13,987 -30% Diluted EPS $ 0.02 $ 0.23 $ 0.19 -91% -89% $ 0.24 $ 0.36 -33% ROATA 0.12% 1.31% 1.14% -91% -89% 0.69% 1.10% -37% ROAE 1.11% 13.22% 11.25% -92% -90% 6.52% 10.74% -39% ROATE 1.49% 16.30% 14.00% -91% -89% 8.43% 13.41% -37% Efficiency Ratio 75.47% 56.02% 56.03% 35% 35% 66.44% 57.33% 16%

Return on Average Tangible Equity Return on Average Tangible Assets 17 (1) (2) (1) (1)Includes pre-tax acquisition costs of $6.4 million in 2015 (2)Includes a gain on proceeds from company-owned life insurance of $1.0 million in 2016 (3)Includes $7.1 million of tax expense associated with remeasurement of net deferred tax assets and pre-tax acquisition costs of $671,000 in 2017 (4)Includes pre-tax acquisition costs of $615,000 in the first quarter of 2018 (5)Includes pre-tax acquisition costs of $8.2 million and a $6.1 million increase in the provision for loan losses related to a specific reserve for a $22.9 million lending relationship that was placed on nonaccrual during the second quarter of 2018. (3)

Diluted EPS 18 $0.36 (1)Includes $7.1 million of tax expense associated with remeasurement of net deferred tax assets in the fourth quarter of 2017 (2) Includes pre-tax acquisition costs of $8.2 million and a $6.1 million increase in the provision for loan losses related to a specific reserve for a $22.9 million lending relationship that was placed on nonaccrual during the second quarter of 2018. 2013 2014 2015 2016 2017 2018 4Q $ 0.10 $ 0.11 $ 0.12 $ 0.19 $ 0.03 $ 0.36 3Q $ 0.10 $ 0.11 $ 0.10 $ 0.18 $ 0.22 $ 0.42 2Q $ 0.09 $ 0.10 $ 0.14 $ 0.19 $ 0.19 $ 0.02 $ 0.49 1Q $ 0.07 $ 0.10 $ 0.13 $ 0.16 $ 0.17 $ 0.23 $ 0.72

Common Dividends Declared Per Share 19

Positioned for Continued Growth in the San Francisco Bay Area Small to medium size business customer relationship focus in vibrant economic geography Competitive loan and deposit/cash management products catering to businesses Diversified specialty business units Highly experienced management team throughout the company Solid capital and liquidity management 13.5% total risk-based capital ratio under the Basel III regulatory requirements at 6/30/18 72.91% loan to deposit ratio at 6/30/18 Quarterly common dividend at $0.11 per share in the second quarter of 2018 Good locations and markets with solid market share among community banks 14 branch locations Ranks third in deposit market share amongst independent community banks(1) San Francisco and San Jose combined MSA’s are second in the state of California in households with income greater than $200,000 20 (1) Market refers to Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara counties. Source: FDIC, Summary of Deposits as of June 30, 2017.

Contact Information Michael E. Benito Executive Vice President Business Banking Division 408.792.4085 Margo G. Butsch Executive Vice President Chief Credit Officer 408.200.8738 Teresa L. Powell Executive Vice President Director of HOA & Deposit Services 408.200.8712 Debbie K. Reuter Executive Vice President Chief Risk Officer & Corporate Secretary 408.494.4542 21 Corporate Headquarters 150 Almaden Boulevard San Jose, CA 95113 NASDAQ: HTBK Larry G. St. Regis Executive Vice President Chief Technology Officer 408.792.4049 May K.Y. Wong Executive Vice President Controller 408.494.4596 Walter T. Kaczmarek President and Chief Executive Officer 408.494.4500 Keith A. Wilton Lawrence D. McGovern Executive Vice President and Chief Operating Officer Executive Vice President President of Heritage Bank of Commerce Chief Financial Officer 408.494.4534 408.494.4562