Heritage Commerce director shares convert in merger
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Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP director Jack W. Conner reported a disposition of 165,361 shares of common stock in connection with the company’s merger with CVB Financial Corp. On April 17, 2026, each Heritage share was cancelled and converted into the right to receive 0.65 CVBF share as merger consideration.
This transaction is categorized as a disposition to the issuer and reflects the cancellation and conversion of Conner’s entire directly held Heritage position, leaving him with zero Heritage shares after the merger closing. The filing describes a stock-for-stock merger conversion, not an open-market sale.
Insider Trade Summary
Disposition: 165,361 shares
Disposition
1 txn
Insider
Conner Jack W
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, No Par Value | 165,361 | $0.00 | $0.00 |
Holdings After Transaction:
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 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.
Key Figures
Shares disposed: 165,361 shares
Exchange ratio: 0.65 shares
Post-transaction HTBK holdings: 0 shares
+2 more
5 metrics
Shares disposed
165,361 shares
Common stock cancelled and converted on April 17, 2026
Exchange ratio
0.65 shares
CVB Financial common stock per Heritage share in merger
Post-transaction HTBK holdings
0 shares
Total Heritage shares directly owned after merger-related disposition
Transaction code
D
Form 4 code for disposition to issuer
Effective Time
April 17, 2026
Date merger became effective and shares were converted
Key Terms
Agreement and Plan of Reorganization and Merger, Exchange Ratio, Merger Consideration, restricted stock award
4 terms
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger"
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 ... 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did HTBK director Jack W. Conner report?
Jack W. Conner reported disposing of 165,361 shares of Heritage Commerce Corp common stock. The shares were cancelled and converted into CVB Financial Corp stock as part of a merger, rather than sold in the open market for cash.
Was Jack W. Conner’s HTBK disposition an open-market sale?
No. The Form 4 categorizes the event as a disposition to the issuer. Conner’s Heritage shares were cancelled and converted into CVB Financial Corp shares under the merger agreement, rather than being sold on the open market for a cash price per share.
What happened to HTBK restricted stock awards in the CVBF merger?
At the effective time of the merger, each outstanding restricted stock award under a Heritage Commerce Corp stock plan accelerated in full. Those restricted stock awards were then converted into and exchanged for the same merger consideration of CVB Financial Corp common stock.
When did the HTBK and CVB Financial merger conversion take effect?
The conversion took effect on April 17, 2026, referred to as the Effective Time. On that date, each outstanding Heritage Commerce Corp common share and accelerated restricted stock award was cancelled and converted into the right to receive CVB Financial Corp common stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
