Heritage Commerce (NASDAQ: HTBK) EVP shifts equity into CVB Financial stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP EVP/COO Thomas A. Sa reported issuer-directed dispositions of his equity awards in connection with the company’s merger into CVB Financial Corp. At the effective time, each Heritage share was cancelled and converted into the right to receive 0.65 CVB Financial common shares as merger consideration.
Sa disposed of 58,325 restricted stock units, 13,831 performance-based restricted stock units, and 37,576 shares of common stock back to the issuer at a stated price of $0.00 per share, leaving no Heritage holdings. The footnotes explain that, at closing, outstanding restricted stock units vested and were converted into rights to receive CVB Financial shares based on the 0.65 exchange ratio, less applicable taxes.
Positive
- None.
Negative
- None.
Insights
Executive equity awards were cashed out and converted as part of a completed merger.
The filing shows EVP/COO Thomas A. Sa disposing of Heritage equity positions through issuer-directed cancellations tied to the merger with CVB Financial Corp. All Heritage common shares were cancelled and exchanged for CVB Financial common shares at an 0.65-for-1 exchange ratio.
Two blocks of awards are affected: 58,325 restricted stock units and 13,831 performance-based restricted stock units, plus 37,576 common shares. Footnotes state that outstanding restricted stock units vested at the effective time and converted into rights to receive CVB Financial shares using the exchange ratio, net of taxes.
After these dispositions, Sa reports 0 Heritage shares or units. The pattern reflects standard equity treatment at closing of a merger, with economic value rolling into stock of the acquirer rather than indicating discretionary open-market buying or selling.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
SA THOMAS A
Role
EVP/COO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 58,325 | $0.00 | -- |
| Disposition | Performance-Based Restricted Stock Unit | 13,831 | $0.00 | -- |
| Disposition | Common Stock, No Par Value | 37,576 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Performance-Based Restricted Stock Unit — 0 shares (Direct);
Common Stock, No Par Value — 0 shares (Direct)
Footnotes (1)
- On April 17, 2026 (the "Effective Time"), upon consummation of the transactions contemplated by the Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of December 17, 2025, by and between Heritage Commerce Corp (the "Company"), a California corporation and CVB Financial Corp. ("CVBF"), a California corporation, and subject to the terms and conditions set forth in the Merger Agreement, each share of the Company's common stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.65 shares (the "Exchange Ratio") of CVBF's common stock, without interest thereon (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit award became vested by its terms on the closing date and was converted into a right to receive a number of shares of CVBF common stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company common stock subject to such restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, less applicable taxes.
Key Figures
RSUs disposed: 58,325 units
Performance RSUs disposed: 13,831 units
Common shares disposed: 37,576 shares
+2 more
5 metrics
RSUs disposed
58,325 units
Restricted stock units cancelled in issuer disposition at merger effective time
Performance RSUs disposed
13,831 units
Performance-based restricted stock units cancelled in issuer disposition
Common shares disposed
37,576 shares
Heritage common stock cancelled and disposed to issuer
Post-transaction Heritage holdings
0 shares/units
Total Heritage holdings for Thomas A. Sa after merger-related dispositions
Merger exchange ratio
0.65 shares
Each Heritage share converted into 0.65 CVB Financial common shares
Key Terms
Agreement and Plan of Reorganization and Merger, Exchange Ratio, Merger Consideration, restricted stock unit award, +1 more
5 terms
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger"
Exchange Ratio financial
"receive 0.65 shares (the "Exchange Ratio") of CVBF's common stock"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Merger Consideration financial
"0.65 shares ... of CVBF's common stock ... (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock unit award financial
"each outstanding restricted stock unit award became vested by its terms"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Performance-Based Restricted Stock Unit financial
"security_title": "Performance-Based Restricted Stock Unit""
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
FAQ
What insider transactions did HTBK EVP/COO Thomas A. Sa report?
Thomas A. Sa reported issuer-directed dispositions of 58,325 restricted stock units, 13,831 performance-based restricted stock units, and 37,576 Heritage common shares. These transactions were tied to the closing of Heritage Commerce Corp’s merger with CVB Financial Corp and left him with no Heritage holdings.
What happened to HTBK restricted stock units held by Thomas A. Sa?
At the effective time of the merger, outstanding Heritage restricted stock unit awards vested by their terms and were converted into rights to receive CVB Financial shares. The number of CVB shares equals the Heritage units multiplied by the 0.65 exchange ratio, rounded down and reduced for applicable taxes.
Did Thomas A. Sa retain any Heritage Commerce (HTBK) equity after these transactions?
No. After the issuer-directed dispositions reported, Thomas A. Sa’s total reported holdings of Heritage Commerce common stock and related units were zero. His economic interest in equity exposure shifts to CVB Financial shares received under the 0.65 exchange ratio described in the merger documentation.
What is the exchange ratio in the Heritage Commerce and CVB Financial merger?
The merger provides an exchange ratio of 0.65, meaning each share of Heritage Commerce common stock was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock. The same ratio applies when calculating CVB shares issuable for vested restricted stock unit awards.
How were Heritage Commerce performance-based RSUs treated in the merger?
Performance-based restricted stock unit awards became vested at the effective time and converted into rights to receive CVB Financial common stock. The conversion uses the number of Heritage shares subject to the award multiplied by the 0.65 exchange ratio, rounded down to a whole share and reduced for taxes.