Heritage director logs merger-related share disposals
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 director Marina Park reported disposing of company shares and stock options in connection with the merger with CVB Financial Corp. At the merger’s effective time, each Heritage common share was cancelled and converted into the right to receive 0.65 CVBF common shares as merger consideration. Park’s Form 4 shows issuer dispositions of 123,994 shares of common stock and four employee stock option grants of 2,470 options each, with exercise prices ranging from $5.50 to $10.77 per share. Following these transactions, the filing reports no remaining Heritage common stock or options held directly by Park.
Insider Trade Summary
Disposition: 133,874 shares
Disposition
5 txns
Insider
Sutton Marina Park
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Common Stock, No Par Value | 123,994 | $0.00 | $0.00 |
Holdings After Transaction:
Employee Stock Option (right to buy) — 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.
- F3. At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that was outstanding immediately prior to the Effective Time was cancelled and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Ratio), over (b) the exercise price per share, less applicable taxes.
Key Figures
Common shares disposed: 123,994 shares
Option grant size: 2,470 options
Option exercise price: $5.50 per share
+4 more
7 metrics
Common shares disposed
123,994 shares
Issuer disposition of Heritage Commerce common stock at effective time
Option grant size
2,470 options
Each employee stock option grant reported as disposed
Option exercise price
$5.50 per share
Conversion or exercise price for one disposed option grant
Option exercise price
$7.12 per share
Conversion or exercise price for one disposed option grant
Option exercise price
$10.77 per share
Conversion or exercise price for one disposed option grant
Option exercise price
$10.31 per share
Conversion or exercise price for one disposed option grant
Merger exchange ratio
0.65 shares
CVB Financial shares per Heritage Commerce share
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
"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
"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 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.
volume weighted average closing price financial
"the 20-day volume weighted average closing price of a share of CVBF common stock"
The volume weighted average closing price is the average of a security’s closing prices over a given period where each day’s closing price is weighted by the number of shares traded that day. It gives more influence to prices on days with heavier trading, so it reflects where most market activity actually occurred rather than treating every day equally. Investors use it as a more realistic benchmark for value, performance tracking, and to compare execution quality.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did HTBK director Marina Park report?
Marina Park reported issuer dispositions of 123,994 shares of Heritage Commerce common stock and four employee stock option grants of 2,470 options each. These transactions occurred at the merger effective time with CVB Financial and left her with no reported Heritage shares or options.
What happened to HTBK restricted stock awards in the merger?
At the effective time, all outstanding restricted stock awards granted under Heritage Commerce stock plans fully accelerated. These awards were then converted into and exchanged for the same merger consideration as common shares, based on the 0.65 CVBF share exchange ratio per Heritage share.
How were HTBK employee stock options cashed out in the merger?
Each outstanding Heritage Commerce stock option was cancelled at the effective time. Holders became entitled to a cash payment equal to the option’s share count times the positive excess of a specified cashout price, tied to a CVBF 20-day volume weighted average price and the exchange ratio, over the exercise price.
Did Marina Park retain any Heritage Commerce (HTBK) options after the filing?
According to the Form 4, Marina Park’s outstanding employee stock options, including grants of 2,470 options at exercise prices such as $5.50 and $7.12, show zero shares following the transactions. This indicates no remaining Heritage stock option holdings reported after the merger effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
