Heritage Commerce CFO equity converted in CVBF deal
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Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP Executive Vice President and Chief Financial Officer Seth Fonti reported issuer-related dispositions of equity tied to the company’s merger with CVB Financial Corp. On April 17, 2026, he returned 19,654 restricted stock units and 32,188 common shares to Heritage.
According to the merger terms, each Heritage common share outstanding at the effective time was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock. Outstanding restricted stock and restricted stock unit awards vested and were converted into rights to receive CVB Financial shares, less applicable taxes.
Insider Trade Summary
Disposition: 51,842 shares
Disposition
2 txns
Insider
Fonti Seth
Role
EVP/Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 19,654 | $0.00 | $0.00 |
| Disposition | Common Stock, No Par Value | 32,188 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Common Stock, No Par Value — 0 shares (Direct)
Footnotes (3)
- 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 award granted under any Company stock plan accelerated in full, and such restricted stock awards were converted into, and became exchanged for, the Merger Consideration, less applicable taxes.
- F3. 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: 19,654 units
Common shares disposed: 32,188 shares
Exchange ratio: 0.65 shares
+3 more
6 metrics
RSUs disposed
19,654 units
Restricted Stock Units returned to issuer on April 17, 2026
Common shares disposed
32,188 shares
Common Stock returned to issuer on April 17, 2026
Exchange ratio
0.65 shares
CVB Financial common stock per Heritage common share
Post-transaction holdings (RSUs)
0 units
Restricted Stock Units following disposition to issuer
Post-transaction holdings (common)
0 shares
Common Stock following disposition to issuer
Dispose transactions
2 transactions
Issuer dispositions reported in this Form 4
Key Terms
Agreement and Plan of Reorganization and Merger, Exchange Ratio, Merger Consideration, restricted stock award, +1 more
5 terms
Agreement and Plan of Reorganization and Merger regulatory
"the transactions contemplated by the Agreement and Plan of Reorganization and Merger"
Exchange Ratio financial
"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 ... (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 award financial
"each outstanding restricted stock award granted under any Company stock plan accelerated in full"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HTBK’s CFO report on April 17, 2026?
Seth Fonti, EVP and Chief Financial Officer of HTBK, reported dispositions to the issuer of 19,654 restricted stock units and 32,188 shares of common stock. These movements were linked to Heritage Commerce Corp’s merger with CVB Financial Corp under an existing merger agreement.
What happened to HTBK restricted stock awards in the CVBF merger?
At the effective time of the merger, each outstanding restricted stock award granted under any Heritage stock plan accelerated in full. These awards were then converted into, and exchanged for, the CVB Financial common stock merger consideration, with the final delivery reduced by applicable tax obligations.
How were HTBK restricted stock unit (RSU) awards treated in the merger?
At the effective time, each outstanding Heritage restricted stock unit award vested by its terms and was converted into a right to receive CVB Financial shares. The number of CVB shares equaled the RSUs multiplied by the 0.65 exchange ratio, rounded down and reduced by applicable taxes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
