Heritage director’s 68,194 shares canceled in merger
HERITAGE COMMERCE CORP director Julianne M. Biagini Komas reported a disposition of 68,194 shares of common stock to the issuer.
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Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP director Julianne M. Biagini Komas reported a disposition of 68,194 shares of common stock to the issuer. The shares were canceled at the merger effective time and converted into the right to receive CVB Financial Corp. common stock at a 0.65-for-1 exchange ratio. Following the transaction, she reported holding zero shares of Heritage Commerce common stock. Outstanding restricted stock awards also accelerated in full and were exchanged for the same merger consideration.
Insider Trade Summary
Disposition: 68,194 shares
Disposition
1 txn
Insider
BIAGINI KOMAS JULIANNE M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock, No Par Value | 68,194 | $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: 68,194 shares
Transaction price per share: $0.0000
Shares held after transaction: 0 shares
+1 more
4 metrics
Shares disposed
68,194 shares
Disposition to issuer on April 17, 2026
Transaction price per share
$0.0000
Reported disposition price for HTBK common stock
Shares held after transaction
0 shares
Heritage Commerce common stock following merger effective time
Exchange ratio
0.65 shares
CVB Financial common shares per Heritage Commerce share
Key Terms
Disposition to issuer, Agreement and Plan of Reorganization and Merger, Exchange Ratio, Merger Consideration, +1 more
5 terms
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
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
"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"
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 Julianne M. Biagini Komas report?
She reported a disposition of 68,194 shares of Heritage Commerce common stock to the issuer. The shares were canceled at the merger effective time and converted into the right to receive CVB Financial Corp. common stock at a 0.65 exchange ratio.
What happened to outstanding restricted stock awards of HTBK in the merger?
At the effective time, all outstanding restricted stock awards under Heritage Commerce Corp stock plans accelerated in full. These awards were then converted into, and exchanged for, the same merger consideration as common shares, namely the right to receive CVB Financial Corp common stock.
What does the Form 4 transaction code D mean for this HTBK filing?
Transaction code D indicates a disposition to the issuer. In this case, the director’s 68,194 Heritage Commerce common shares were canceled at the merger closing and converted into the right to receive CVB Financial Corp shares, rather than being sold on the open market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
