Heritage Commerce (NASDAQ: HTBK) EVP equity awards convert into CVB Financial stock after merger

Rhea-AI Filing Summary

Heritage Commerce Corp EVP and General Counsel Janisha Sabnani reported issuer-related share dispositions tied to the company’s merger with CVB Financial Corp. On April 17, 2026, all Heritage common shares were cancelled and converted into the right to receive CVB Financial stock at a 0.65-for-1 exchange ratio. Restricted stock units and performance-based restricted stock units became vested at closing and were converted into rights to receive CVB common shares, less applicable taxes.

Insights

Equity compensation and M&A specialist

Routine equity conversion as Heritage merges into CVB, not an open-market sale.

The filing shows Janisha Sabnani, EVP and General Counsel of Heritage Commerce Corp, disposing of restricted stock units and common shares back to the issuer. These are Form 4 code D transactions, which indicate dispositions to the company rather than market trades.

Footnotes explain that at the merger’s Effective Time, each Heritage common share was cancelled and converted into the right to receive 0.65 shares of CVB Financial Corp common stock. Outstanding restricted stock units vested and similarly converted into rights to receive CVB shares, net of taxes.

Because the transactions are mechanical results of the merger’s closing, and not discretionary buying or selling in the open market, they typically carry limited signaling value about insider sentiment. The filing mainly documents how existing Heritage equity awards transition into CVB equity following the reorganization.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sabnani Janisha

Role EVP/General Counsel/Corp Sec

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Unit	31,059	$0.00	--
Disposition	Performance-Based Restricted Stock Unit	9,290	$0.00	--
Disposition	Common Stock, No Par Value	4,916	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Performance-Based Restricted Stock Unit — 0 shares (Direct); Common Stock, No Par Value — 0 shares (Direct)

Footnotes (1)

1. 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"). 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: 31,059 units Performance RSUs disposed: 9,290 units Common shares disposed: 4,916 shares +1 more

4 metrics

RSUs disposed 31,059 units Restricted Stock Units returned to issuer on April 17, 2026

Performance RSUs disposed 9,290 units Performance-Based RSUs returned to issuer on April 17, 2026

Common shares disposed 4,916 shares Heritage common stock returned to issuer on April 17, 2026

Exchange ratio 0.65 shares CVB Financial common shares per 1 Heritage common share at Effective Time

Key Terms

Exchange Ratio, Agreement and Plan of Reorganization and Merger, Restricted Stock Unit, Performance-Based Restricted Stock Unit, +1 more

5 terms

Exchange Ratio financial

"each share of the Company's common stock...was cancelled and converted into 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.

Agreement and Plan of Reorganization and Merger regulatory

"upon consummation of the transactions contemplated by the Agreement and Plan of Reorganization and Merger (the "Merger Agreement")"

Restricted Stock Unit financial

"At the Effective Time, 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...underlying security title: Common Stock, No Par Value"

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.

Effective Time regulatory

"On April 17, 2026 (the "Effective Time"), upon consummation of the transactions"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sabnani Janisha

(Last) (First) (Middle)

224 AIRPORT PARKWAY

(Street)

SAN JOSE CALIFORNIA 95110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/General Counsel/Corp Sec

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, No Par Value	04/17/2026		D		4,916(1)	D	$0	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	04/17/2026(2)		D			31,059	(2)	(2)	Common Stock, No Par Value	31,059	$0	0	D
Performance-Based Restricted Stock Unit	$0	04/17/2026(2)		D			9,290	(2)	(2)	Common Stock, No Par Value	9,290	$0	0	D

Explanation of Responses:

1. 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").

2. 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.

	/s/ Janisha Sabnani	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did HTBK’s Janisha Sabnani report on April 17, 2026?

Janisha Sabnani reported dispositions of restricted stock units and common shares back to Heritage Commerce Corp. These Form 4 code D transactions reflect issuer-related cancellations as part of the merger closing, not open-market purchases or sales of HTBK shares.

How does the CVB Financial Corp merger affect HTBK common shareholders?

Each outstanding Heritage Commerce Corp common share was cancelled and converted into the right to receive CVB Financial Corp common stock. The exchange ratio is 0.65 CVBF shares for every one HTBK share that was outstanding immediately before the merger’s Effective Time.

What happened to HTBK restricted stock units held by executives in the CVBF merger?

At the Effective Time, each outstanding Heritage restricted stock unit became fully vested and converted into a right to receive CVB Financial Corp common shares. The number of CVB shares equals the units multiplied by the 0.65 exchange ratio, rounded down and reduced for applicable taxes.

Did HTBK’s Janisha Sabnani sell shares on the open market in this Form 4?

No. The transactions are coded D, meaning dispositions to the issuer rather than market trades. They represent cancellations and conversions of Heritage equity into rights to receive CVB Financial Corp stock as part of the merger, not discretionary buying or selling in the market.

Why does the Form 4 show zero HTBK shares after Janisha Sabnani’s transactions?

Following the merger’s Effective Time, Heritage Commerce Corp common stock was cancelled and converted into rights to receive CVB Financial Corp shares. As a result, the Form 4 reflects zero Heritage shares remaining after these issuer-related dispositions and conversions tied to the merger.