Heritage Commerce (NASDAQ: HTBK) director swaps shares for CVB Financial stock

Rhea-AI Filing Summary

HERITAGE COMMERCE CORP director Christopher J. Abate reported a disposition of 6,980 shares of common stock back to the issuer. This occurred at the closing of a merger in which every Heritage share was cancelled and converted into CVB Financial Corp. (CVBF) stock.

Under the merger terms effective April 17, 2026, each Heritage share became the right to receive 0.65 shares of CVBF common stock as merger consideration. All outstanding restricted stock awards also fully accelerated and were exchanged into the same CVBF share consideration. After this conversion, Abate reported holding zero Heritage shares.

Insights

Banking equity analyst

Director’s Heritage shares were converted into CVB Financial stock in a completed merger.

The filing shows Christopher J. Abate disposing of 6,980 Heritage Commerce Corp common shares to the issuer, leaving zero Heritage shares. This was not an open-market trade; it was a structural step tied to a completed merger.

The footnotes explain that, at the effective time of the merger with CVB Financial Corp., each Heritage share was cancelled and converted into the right to receive 0.65 CVBF shares. Outstanding restricted stock awards also accelerated and were exchanged into the same merger consideration.

Because the transaction reflects execution of previously agreed merger terms rather than discretionary buying or selling, it is largely administrative from an investment perspective. The key economic change is the shift from Heritage equity into CVB Financial equity at the stated exchange ratio.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Abate Christopher J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock, No Par Value	6,980	$0.00	--

Holdings After Transaction: 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 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: 6,980 shares Post-transaction Heritage holdings: 0 shares Exchange ratio: 0.65 shares

3 metrics

Shares disposed 6,980 shares Disposition to issuer tied to merger effective April 17, 2026

Post-transaction Heritage holdings 0 shares Heritage Commerce Corp common stock after merger-related disposition

Exchange ratio 0.65 shares Each Heritage share converted into 0.65 CVB Financial Corp shares

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

"the Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of December 17, 2025"

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.

Merger Consideration financial

"0.65 shares (the "Exchange Ratio") of CVBF's common stock, 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, and such restricted stock awards were converted into, and became exchanged for, the Merger Consideration"

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.

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^*

Abate Christopher J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		6,980(1)(2)	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

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 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.

	/s/ Janisha Sabnani as Attorney-in-Fact for Christopher J. Abate	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 did the HTBK Form 4 report for Christopher J. Abate?

The Form 4 reports that director Christopher J. Abate disposed of 6,980 shares of Heritage Commerce Corp common stock to the issuer. This disposition occurred in connection with a completed merger, after which he reported holding zero Heritage shares.

Was Christopher J. Abate’s HTBK share disposition an open-market sale?

No. The disposition of 6,980 Heritage Commerce Corp shares was a transfer back to the issuer as part of the merger process. The shares were cancelled and converted into the right to receive CVB Financial Corp common stock under the merger agreement.

What exchange ratio applied to HTBK shares in the CVB Financial merger?

Each share of Heritage Commerce Corp common stock outstanding immediately before the effective time was cancelled and converted into the right to receive 0.65 shares of CVB Financial Corp common stock. This fixed 0.65 exchange ratio defined the merger consideration in stock.

How were HTBK restricted stock awards treated in the merger with CVB Financial?

At the effective time of the merger, each outstanding restricted stock award granted under any Heritage Commerce Corp stock plan accelerated in full. These restricted stock awards were then converted into, and exchanged for, the same CVB Financial Corp stock merger consideration.

What was Christopher J. Abate’s HTBK ownership after the reported transaction?

Following the reported disposition related to the merger, Christopher J. Abate’s reported holdings of Heritage Commerce Corp common stock were zero shares. His economic interest shifted to CVB Financial Corp shares received through the merger consideration, based on the 0.65 exchange ratio.