Exhibit 99.2

HERITAGE COMMERCE CORP AND FOCUS BUSINESS BANK

Unaudited Pro Forma Combined Condensed Financial Information

As of and for the six months ended June 30, 2015 and the year ended December 31, 2014

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UNAUDITED PRO FORMA

COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial information are based on the separate historical financial statements of Heritage Commerce Corp and Focus Business Bank, the merger and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial information. The unaudited pro forma combined condensed balance sheet as of June 30, 2015 is presented as if the merger had occurred on June 30, 2015. The unaudited pro forma combined condensed statements of income for the year ended December 31, 2014 and the six months ended June 30, 2015 are presented as if the merger had occurred on January 1, 2014. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.

The unaudited pro forma combined condensed financial information has been prepared using the acquisition method of accounting for business combinations under U.S. generally accepted accounting standards. Heritage Commerce Corp is the acquirer for accounting purposes. Certain reclassifications have been made to the historical financial statements of Focus Business Bank to conform to the presentation in Heritage Commerce Corp’s financial statements.

In connection with the plan to integrate the operations of Heritage Commerce Corp and Focus Business Bank, Heritage Commerce Corp has and will continue to incurred merger related costs, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities. These charges affected the results of operations of Heritage Commerce Corp and Focus Business Bank through the acquisition date, as well as those of the combined company following the completion of the merger. The unaudited pro forma combined condensed statements of earnings do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration.

The actual amounts recorded as of the completion of the merger may differ materially from the information presented in the unaudited pro forma combined condensed financial information as a result of:

·                  changes in the trading price for Heritage Commerce Corp’s common stock;

·                  net cash used or generated in the operations of Focus Business Bank and Heritage Commerce Corp between the signing of the merger agreement and completion of the merger;

·                  changes in the fair values of the assets and liabilities of Focus Business Bank and Heritage Commerce Corp that could occur prior to completion of the merger;

·                  other changes in net assets of Focus Business Bank and Heritage Commerce Corp that occur prior to the completion of the merger, which could cause material changes in the information presented below; and

·                  changes in the financial results of both Heritage Commerce Corp and Focus Business Bank from the period July 1, 2015 to consummation of the merger.

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The unaudited pro forma combined condensed financial information is provided for informational purposes only. The unaudited pro forma combined condensed financial information is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma combined condensed financial information and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial information should be read together with:

·                  the accompanying notes to the unaudited pro forma combined condensed financial information;

·                  Heritage Commerce Corp’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Heritage Commerce Corp’s Annual Report on Form 10-K for the year ended December 31, 2014, incorporated by reference in this Form 8-K/A;

·                  Focus Business Bank’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2014, included in Heritage Commerce Corp’s Amended Registration Statement on Form S-4, filed on June 26, 2015, incorporated by reference in this Form 8-K/A;

·                  Heritage Commerce Corp’s separate unaudited historical condensed consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2015 included in Heritage Commerce Corp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, incorporated by reference in this joint proxy statement/prospectus; and

·                  Focus Business Bank’s separate unaudited historical condensed consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2015, included in this Form 8-K/A.

·                  Other information pertaining to Heritage Commerce Corp and Focus Business Bank contained in or incorporated by reference into the joint proxy statement / prospectus included in Heritage Commerce Corp’s Amended Registration Statement on Form S-4 filed on June 26, 2015.  See “Selected Historical Consolidated Financial Data for Focus Bank” and “Selected Historical Consolidated Financial Data for Heritage.”

You should not rely on the pro forma combined or pro forma equivalent amounts as they are not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the dates indicated, nor are they necessarily indicative of the future operating results or financial position of the combined company. The pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.

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HERITAGE COMMERCE CORP AND FOCUS BUSINESS BANK

PRO FORMA COMBINED CONDENSED BALANCE SHEET (Unaudited)

See Notes to Pro Forma Condensed Combined Consolidated Financial Statements

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HERITAGE COMMERCE CORP AND FOCUS BUSINESS BANK

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)

See Notes to Pro Forma Condensed Combined Consolidated Financial Statements

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HERITAGE COMMERCE CORP AND FOCUS BUSINESS BANK PENDING MERGER

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)

See Notes to Pro Forma Condensed Combined Consolidated Financial Statements

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HERITAGE COMMERCE CORP AND FOCUS BUSINESS BANK

NOTES TO PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(Unaudited)

(1)                                 Basis of Presentation

The unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical balance sheet and statements of income of Heritage Commerce Corp resulting from the Focus Business Bank merger under the acquisition method of accounting as required by the Financial Accounting Standards Board (“FASB”) accounting guidance on business combinations. Acquisition accounting requires that the assets purchased, the liabilities assumed and non-controlling interest all be reported in the acquirer’s financial statements at their fair value, with any excess of purchase consideration over the net assets being reported as goodwill at the close of business on the transaction date. The unaudited pro forma combined condensed consolidated balance sheet combines the historical financial information of Heritage Commerce Corp and Focus Business Bank as of June 30, 2015, and assumes that the merger was completed on that date. The unaudited pro forma combined condensed consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014 give effect to the Heritage Commerce Corp and Focus Business Bank merger as if the transaction had been completed on January 1, 2014.

Since the transaction is being recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for loan losses is carried over to Heritage Commerce Corp’s balance sheet. In addition, certain nonrecurring costs associated with the merger such as potential severance, professional fees, legal fees and conversion-related expenditures are expensed as incurred and not reflected in the unaudited pro forma combined condensed consolidated statements of income.

While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for loan losses and the allowance for loan losses, for purposes of the unaudited pro forma consolidated statements of income for the six months ended June 30, 2015, and for the year ended December 31, 2014, Heritage Commerce Corp assumed no adjustments to the historical amount of Focus Business Bank’s provision for loan losses.

(2)                                 Accounting Policies and Financial Statement Classifications

The accounting policies of Focus Business Bank are in the process of being reviewed in detail by Heritage Commerce Corp. Upon completion of such review, conforming adjustments or financial statement reclassifications may be determined.

(3)                                 Merger and Acquisition Integration Costs

The plan to integrate the operations of Focus Business Bank is currently being implemented. The specific details of the plan to integrate the operations of the Heritage Commerce Corp and Focus Business Bank have been established, and will include personnel eliminations for redundant positions and premises, systems and equipment consolidations.  The merger will also impact redundant services which will be consolidated into single vendors for several systems and processes of Heritage Commerce Corp. Certain decisions arising from these assessments have and will involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers, selling or otherwise disposing of certain premises, furniture and equipment. To the extent there are costs associated with these actions, the cost will be recorded based on the nature of the cost and the timing of these integration actions. These acquisition and integration costs, which are expected to total approximately $7.5 million, were not considered in the accompanying unaudited pro forma consolidated statements of income.  Heritage Commerce Corp and Focus Business Bank incurred acquisition and integration costs related to the transaction of $542,000 and $201,000, respectively, which are eliminated in the unaudited pro forma consolidated statement of income for the six months ended June 30, 2015.  Heritage Commerce Corp has and will continue to incur additional acquisition and integration expenses in the third and fourth quarters of 2015.  Early in the fourth quarter of 2015, Heritage Commerce Corp completed the conversion of the Focus Business Bank system applications and successfully integrated them into the Heritage Commerce Corp data processing system.  Heritage Commerce Corp remains on schedule for the completion of the Focus Business Bank integration in the fourth quarter of 2015.

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(4)                                 Estimated Annual Cost Savings or Revenue Opportunities

While Heritage Commerce Corp expects to realize cost savings from the Focus Business Bank merger, the pro forma information, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and merger-related costs, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results. Further, there can be no assurance the cost savings will be achieved in the amount, manner or timing currently contemplated.

(5)                                 Pro Forma Adjustments to Combined Condensed Consolidated Balance Sheet at June 30, 2015

The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated balance sheet at June 30, 2015. All adjustments are based on current assumptions and valuations, which are subject to change.

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(6)                                 Pro Forma Adjustments to Combined Condensed Consolidated Statement of Income for the Six Months Ended June 30, 2015

The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated statement of income for the six months ended June 30, 2015. All adjustments are based on current assumptions and valuations, which are subject to change.