Heritage EVP cancels equity in CVB merger

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.

Insights

Equity compensation and M&A analyst

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

Disposition: 109,732 shares

Disposition 3 txns

Insider SA THOMAS A

Role EVP/COO

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Unit	58,325	$0.00	$0.00
Disposition	Performance-Based Restricted Stock Unit	13,831	$0.00	$0.00
Disposition	Common Stock, No Par Value	37,576	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Performance-Based Restricted Stock Unit — 0 contracts (Direct); Common Stock, No Par Value — 0 shares (Direct)

Footnotes (2)

1. F1. 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").
2. F2. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How were Heritage Commerce (HTBK) shares treated in the CVB Financial merger?

Each Heritage Commerce common share outstanding immediately before the effective time was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock. This stock-for-stock exchange formed the merger consideration paid to Heritage shareholders at closing under the merger agreement.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 06:14 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SA THOMAS A

(Last) (First) (Middle)

224 AIRPORT PARKWAY

(Street)

SAN JOSE CALIFORNIA 95110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, No Par Value	04/17/2026		D		37,576(1)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	04/17/2026(2)		D			58,325	(2)	(2)	Common Stock, No Par Value	58,325	$0	0	D
Performance-Based Restricted Stock Unit	$0	04/17/2026(2)		D			13,831	(2)	(2)	Common Stock, No Par Value	13,831	$0	0	D

Explanation of Responses:

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").

2. 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.

	/s/ Janisha Sabnani as Attorney-in-Fact for Thomas A. Sa	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)