Heritage Commerce EVP returns equity in CVB merger
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Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP executive Christopher Edmonds-Waters returned equity awards and shares to the company in connection with its merger into CVB Financial Corp. On April 17, 2026, each Heritage common share was cancelled and converted into the right to receive 0.65 CVB common shares as merger consideration.
On the same date, 42,099 restricted stock units, 8,898 performance-based restricted stock units, and 9,639 shares of Heritage common stock were disposed of to the issuer at $0.00 per share. Outstanding restricted stock unit awards became vested at closing and were converted into rights to receive CVB common stock, based on the 0.65 exchange ratio and less applicable taxes.
Insider Trade Summary
Disposition: 60,636 shares
Disposition
3 txns
Insider
Edmonds-Waters Christopher
Role
EVP/People & Culture Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 42,099 | $0.00 | $0.00 |
| Disposition | Performance-Based Restricted Stock Unit | 8,898 | $0.00 | $0.00 |
| Disposition | Common Stock, No Par Value | 9,639 | $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: 42,099 units
Performance RSUs disposed: 8,898 units
Common shares disposed: 9,639 shares
+2 more
5 metrics
RSUs disposed
42,099 units
Restricted Stock Units returned to issuer on April 17, 2026
Performance RSUs disposed
8,898 units
Performance-Based RSUs returned to issuer on April 17, 2026
Common shares disposed
9,639 shares
Common Stock returned to issuer on April 17, 2026
Transaction price per share
$0.00
Price per share for all reported dispositions
Exchange ratio
0.65 shares
CVB common shares per Heritage share in merger consideration
Key Terms
Exchange Ratio, Merger Consideration, Restricted Stock Unit, Performance-Based Restricted Stock Unit, +1 more
5 terms
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
"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 financial
"each outstanding restricted stock unit award became vested by its terms"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance-Based Restricted Stock Unit financial
""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.
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HTBK executive Christopher Edmonds-Waters report?
Christopher Edmonds-Waters reported disposing of equity back to Heritage. On April 17, 2026, he returned 42,099 restricted stock units, 8,898 performance-based restricted stock units, and 9,639 common shares to the issuer at $0.00 per share in connection with the CVB merger.
What happened to HTBK restricted stock units at the merger effective time?
Outstanding Heritage restricted stock unit awards vested at the merger closing. Each unit was converted into a right to receive CVB common stock equal to the Heritage shares subject to the award multiplied by the 0.65 exchange ratio, rounded down and reduced for applicable taxes.
How were performance-based restricted stock units treated in the HTBK–CVBF merger?
Performance-based restricted stock units followed the same conversion approach as other restricted units. At the effective time, they vested and became rights to receive CVB common stock, calculated using the number of underlying Heritage shares and the 0.65 exchange ratio, less applicable taxes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
