HTBK CEO equity converts in CVBF merger
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Form Type
4
Rhea-AI Filing Summary
Heritage Commerce Corp President and CEO Jones Robertson Clay Jr. reported the disposition of his Heritage equity holdings in connection with the closing of the company’s merger with CVB Financial Corp. At the April 17, 2026 effective time, all Heritage common shares and equity awards were cancelled and converted into the right to receive 0.65 CVBF common share per Heritage share. Restricted stock units granted after December 17, 2025 were converted into CVBF-denominated RSU awards under the CVBF stock plan.
Insider Trade Summary
Disposition: 508,656 shares
Disposition
4 txns
Insider
Jones Robertson Clay JR
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 48,300 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit | 50,030 | $0.00 | $0.00 |
| Disposition | Performance-Based Restricted Stock Unit | 113,367 | $0.00 | $0.00 |
| Disposition | Common Stock, No Par Value | 296,959 | $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 (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 unit award granted prior to December 17, 2025 and performance-based restricted stock unit award under the Company stock plans accelerated in full (with the number of shares of Company common stock underlying any performance-based restricted stock unit award to equal the target number of shares), and such 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 that was granted following December 17, 2025 was converted into a substitute restricted stock unit award denominated in shares of CVBF common stock under the CVBF stock plan (a "CVBF RSU Award"), with the number of shares of CVBF common stock subject to each such CVBF RSU Award 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.
Key Figures
RSUs disposed: 48,300 units
Additional RSUs disposed: 50,030 units
Performance RSUs disposed: 113,367 units
+3 more
6 metrics
RSUs disposed
48,300 units
Restricted Stock Units cancelled and returned to issuer on April 17, 2026
Additional RSUs disposed
50,030 units
Restricted Stock Units cancelled and returned to issuer on April 17, 2026
Performance RSUs disposed
113,367 units
Performance-Based Restricted Stock Units cancelled and exchanged for merger consideration
Common shares disposed
296,959 shares
Heritage common stock cancelled and converted at merger effective time
Exchange ratio
0.65 shares
Each Heritage share converted into 0.65 CVBF common share as merger consideration
Effective time
April 17, 2026
Date when merger closed and equity cancellations and conversions occurred
Key Terms
Restricted Stock Unit, Performance-Based Restricted Stock Unit, Exchange Ratio, Merger Consideration, +1 more
5 terms
Restricted Stock Unit financial
"At the Effective Time, each outstanding restricted stock unit award granted prior to December 17, 2025..."
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
"the number of shares of Company common stock underlying any performance-based restricted stock unit award..."
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.
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 ... 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.
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger (the "Merger Agreement")..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider activity did HTBK’s CEO report in this Form 4?
Heritage Commerce Corp President and CEO Jones Robertson Clay Jr. reported disposing of his Heritage common stock and equity awards back to the issuer. The dispositions occurred at the merger effective time when Heritage combined with CVB Financial Corp and all Heritage equity converted into CVBF-related consideration.
How were HTBK restricted stock units granted before December 17, 2025 treated?
At the effective time, each outstanding restricted stock unit and performance-based restricted stock unit granted before December 17, 2025 fully accelerated. Performance-based awards were set at target share levels, then all such awards were converted into the merger consideration in CVBF common stock, less applicable taxes withheld.
What happened to HTBK restricted stock units granted after December 17, 2025?
Restricted stock units granted after December 17, 2025 were not cashed out. Instead, each award converted into a substitute CVBF restricted stock unit award, with the CVBF share count equal to the Heritage units multiplied by the 0.65 exchange ratio, rounded down to the nearest whole share.
Did the HTBK CEO retain any Heritage securities after the merger effective time?
The filing shows total shares following each reported transaction as zero for the listed Heritage securities. This indicates his reported positions in Heritage common stock and the specified Heritage restricted stock unit and performance-based awards were fully eliminated at the merger’s effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
