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Merger ends Heritage Commerce (HTBK) insider’s stock holdings in CVBF deal

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Form Type
4

Rhea-AI Filing Summary

HERITAGE COMMERCE CORP senior vice president and chief accounting officer Jeannie Tam reported merger-related changes to her equity on April 17, 2026, when the company combined with CVB Financial Corp.

Each share of Heritage common stock was cancelled and converted into the right to receive 0.65 shares of CVB Financial common stock as merger consideration. At the same effective time, she disposed to the issuer of 9,299 restricted stock units tied to Heritage common stock and 6,233 shares of Heritage common stock, leaving her with no remaining Heritage holdings. Outstanding Heritage restricted stock awards accelerated and were exchanged for the merger consideration, and certain restricted stock units granted after December 17, 2025 were converted into substitute CVB Financial restricted stock unit awards.

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Insider Tam Jeannie
Role SVP/Chief Accounting Officer
Type Security Shares Price Value
Disposition Restricted Stock Unit 9,299 $0.00 --
Disposition Common Stock, No Par Value 6,233 $0.00 --
Holdings After Transaction: 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 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, less applicable taxes. 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.
RSUs disposed 9,299 units Restricted stock units tied to Heritage common stock disposed to issuer at effective time
Common shares disposed 6,233 shares Heritage Commerce common stock returned to issuer at merger effective time
Exchange ratio 0.65 shares Each Heritage Commerce share converted into 0.65 CVB Financial shares as merger consideration
Heritage holdings after transaction 0 shares/units Total Heritage Commerce equity reported following merger-related dispositions
Transaction date April 17, 2026 Effective time of merger consummation and related equity conversions
Agreement and Plan of Reorganization and Merger regulatory
"transactions contemplated by the Agreement and Plan of Reorganization and Merger"
Exchange Ratio financial
"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.
restricted stock unit financial
"each outstanding restricted stock unit award that was granted following 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.
CVBF RSU Award financial
"converted into a substitute restricted stock unit award denominated in shares of CVBF common stock (a "CVBF RSU Award")"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Tam Jeannie
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP/Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, No Par Value04/17/2026D6,233(1)(2)D$00D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$004/17/2026(3)D9,299 (3) (3)Common Stock, No Par Value9,299$00D
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, less applicable taxes.
3. 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.
/s/ Janisha Sabnani as Attorney-in-Fact for Jeannie Tam04/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HTBK executive Jeannie Tam report?

Jeannie Tam reported disposing of Heritage Commerce equity as part of its merger with CVB Financial. She surrendered 9,299 restricted stock units and 6,233 common shares, which were cancelled and exchanged into CVB Financial equity under the agreed merger terms and exchange ratio.

How were Heritage Commerce (HTBK) shares treated in the CVB Financial merger?

Each Heritage Commerce common share outstanding immediately before the effective time was cancelled and converted into the right to receive 0.65 CVB Financial common shares. Holders no longer own Heritage shares; instead, they receive CVB stock as merger consideration, without interest, under the merger agreement.

What happened to HTBK restricted stock units held by Jeannie Tam?

Jeannie Tam’s 9,299 Heritage restricted stock units were disposed to the issuer at the merger’s effective time. These awards were either converted into CVB Financial equity as merger consideration or, for post-December 17, 2025 grants, turned into substitute CVB restricted stock unit awards under the CVBF stock plan.

What is the exchange ratio for the Heritage Commerce and CVB Financial merger?

The merger uses a fixed exchange ratio of 0.65. Each share of Heritage Commerce common stock outstanding immediately before closing is converted into the right to receive 0.65 shares of CVB Financial common stock, forming the basis for both common and equity award conversions at the effective time.

Did Jeannie Tam retain any Heritage Commerce (HTBK) stock after the merger?

No Heritage Commerce holdings remained after the merger for the reported positions. The filing shows 6,233 common shares and 9,299 restricted stock units disposed to the issuer, leaving zero Heritage shares and units, with value instead reflected through CVB Financial stock and substitute CVB restricted stock units.

How were HTBK restricted stock awards handled in the CVBF merger?

At the effective time, all outstanding Heritage restricted stock awards fully accelerated and were exchanged for CVB Financial stock as merger consideration, less applicable taxes. These awards no longer reference Heritage shares but instead represent the agreed CVB Financial share entitlement under the merger agreement.