Heritage Commerce (NASDAQ: HTBK) director equity cancelled, cashed out in CVB merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
HERITAGE COMMERCE CORP director Bruce H. Cabral reported disposing of his remaining company equity in connection with the company’s merger into CVB Financial Corp. The filing shows issuer dispositions on April 17, 2026 of 127,325 shares of Heritage common stock and three employee stock option grants of 2,470 options each.
According to the merger terms, each Heritage common share was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock as merger consideration. Restricted stock awards fully accelerated and were exchanged for the same stock consideration, while each outstanding Heritage stock option was cancelled for a cash payment based on a cashout price formula and the option’s exercise price.
Positive
- None.
Negative
- None.
Insights
Director’s Heritage equity is fully cashed out or converted in the CVB merger.
The transactions reflect Bruce H. Cabral exiting his Heritage Commerce Corp equity position because the company has been acquired by CVB Financial Corp. All listed entries are coded as dispositions to the issuer, a standard treatment when target-company securities are cancelled at closing.
Common shares were converted into the right to receive CVB stock at a 0.65-for-1 exchange ratio, while options with exercise prices of $7.12, $10.77 and $10.31 were cancelled for cash under a defined formula. No Heritage options remain outstanding for this insider, and remaining exposure, if any, would now be through CVB shares or cash proceeds outside this report.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
CABRAL BRUCE H
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Employee Stock Option (right to buy) | 2,470 | $12.53 | $31K |
| Disposition | Common Stock, No Par Value | 127,325 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock, No Par Value — 0 shares (Direct)
Footnotes (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. At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that was outstanding immediately prior to the Effective Time was cancelled and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Ratio), over (b) the exercise price per share, less applicable taxes.
Key Figures
Common shares disposed: 127,325 shares
Employee stock options disposed (grant 1): 2,470 options
Employee stock options disposed (grant 2): 2,470 options
+3 more
6 metrics
Common shares disposed
127,325 shares
Issuer disposition on April 17, 2026 in connection with merger
Employee stock options disposed (grant 1)
2,470 options
Exercise price $7.12; cancelled April 17, 2026
Employee stock options disposed (grant 2)
2,470 options
Exercise price $10.77; cancelled April 17, 2026
Employee stock options disposed (grant 3)
2,470 options
Exercise price $10.31; cancelled April 17, 2026
Exchange ratio
0.65 shares
CVB Financial common stock per Heritage share at merger
Option transaction price reference
$12.53
Per-share transaction price used for option dispositions
Key Terms
Agreement and Plan of Reorganization and Merger, Exchange Ratio, Merger Consideration, restricted stock award, +2 more
6 terms
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger (the "Merger Agreement"), dated as of December 17, 2025"
Exchange Ratio financial
"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"
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.
Employee Stock Option (right to buy) financial
"security_title": "Employee Stock Option (right to buy)""
cashout price financial
"applicable cashout price of such option (calculated as an amount, rounded to the nearest cent"
FAQ
What did HTBK director Bruce H. Cabral report in this Form 4?
He reported issuer dispositions of his remaining Heritage Commerce Corp equity on April 17, 2026. This included 127,325 shares of common stock and several employee stock options, all tied to closing of the company’s merger with CVB Financial Corp and resulting cancellation of Heritage securities.
What happened to HTBK restricted stock awards in the transaction?
All outstanding restricted stock awards accelerated in full at the effective time of the merger. These awards were then converted into, and exchanged for, the same merger consideration as common shares, giving holders the right to receive CVB Financial common stock instead of Heritage Commerce restricted stock.
How were Heritage Commerce (HTBK) stock options handled in the CVB merger?
Each outstanding option to purchase Heritage common stock was cancelled at the effective time. Holders became entitled to a cash payment equal to the number of option shares multiplied by the positive excess of a calculated cashout price over the option’s exercise price, less applicable taxes.
Does Bruce H. Cabral retain any Heritage Commerce options after these transactions?
No. Each of his reported employee stock option positions shows zero shares following the transactions. The options were cancelled at the effective time of the merger, with value delivered through the specified cashout formula instead of continuing as Heritage options.