Heritage Commerce EVP logs merger equity conversion
HERITAGE COMMERCE CORP executive Susan Just Svensson reported issuer dispositions of restricted stock units and common shares tied to the closing of the CVB Financial Corp. merger.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP executive Susan Just Svensson reported issuer dispositions of restricted stock units and common shares tied to the closing of the CVB Financial Corp. merger. On April 17, 2026, each share of Heritage common stock was cancelled and converted into the right to receive 0.65 CVBF share.
Her 24,710 restricted stock units and 22,883 performance-based restricted stock units became fully vested at closing and converted into CVBF common stock, less applicable taxes. In addition, 13,736 shares of Heritage common stock were disposed to the issuer, leaving her with no remaining Heritage holdings after these transactions.
Insider Trade Summary
Disposition: 61,329 shares
Disposition
3 txns
Insider
Just Susan Svensson
Role
EVP/Chief Credit Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 24,710 | $0.00 | $0.00 |
| Disposition | Performance-Based Restricted Stock Unit | 22,883 | $0.00 | $0.00 |
| Disposition | Common Stock, No Par Value | 13,736 | $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)
- 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").
- 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: 24,710 units
Performance RSUs disposed: 22,883 units
Common shares disposed: 13,736 shares
+2 more
5 metrics
RSUs disposed
24,710 units
Restricted Stock Units cancelled and converted on April 17, 2026
Performance RSUs disposed
22,883 units
Performance-Based Restricted Stock Units converted at merger effective time
Common shares disposed
13,736 shares
Heritage Commerce common stock disposition to issuer on April 17, 2026
Exchange Ratio
0.65 CVBF share per HTBK share
Conversion rate for Heritage Commerce common stock in merger
Post-transaction HTBK holdings
0 shares
Total Heritage Commerce shares reported after dispositions
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 (the "Merger Agreement")"
Exchange Ratio financial
"the right to 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, without interest thereon (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 on the closing date"
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HTBK report for Susan Just Svensson?
Heritage Commerce Corp reported issuer dispositions by EVP/Chief Credit Officer Susan Just Svensson of restricted stock units and common shares. These transactions occurred on April 17, 2026, in connection with the CVB Financial Corp. merger and resulted in her having no remaining Heritage Commerce common stock holdings.
What happened to Susan Just Svensson’s restricted stock units at HTBK?
All outstanding restricted stock unit awards became vested at the merger effective time and were converted into CVB Financial shares. The number of CVBF shares equaled the Heritage RSU share count multiplied by the 0.65 exchange ratio, rounded down, with shares delivered net of applicable taxes.
How many Heritage Commerce restricted stock units were disposed in this Form 4?
The filing shows dispositions of 24,710 restricted stock units and 22,883 performance-based restricted stock units. Both awards related to Heritage Commerce common stock and were converted into rights to receive CVB Financial shares under the merger terms, rather than being sold on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
