Form 4: Heritage Commerce Corp Merger Completion Filing

Director Bruce H. Cabral reports the disposition of equity holdings following the completed merger with CVB Financial Corp.

Summary

• Heritage Commerce Corp (HTBK) completed its merger with CVB Financial Corp (CVBF) on April 17, 2026.
• Director Bruce H. Cabral disposed of 127,325 shares of common stock as part of the merger conversion.
• Common stock was converted into the right to receive 0.65 shares of CVBF common stock per HTBK share.
• Outstanding employee stock options were cancelled and converted into a cash payment based on the merger consideration formula.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing confirming the successful completion of a previously announced corporate merger.

Positives

• Successful completion of the merger agreement dated December 17, 2025.
• Shareholders received a defined exchange ratio of 0.65 shares of CVBF common stock per HTBK share.

Negatives

• Heritage Commerce Corp common stock is no longer independently traded following the merger completion.
• Director equity holdings in the legacy entity have been fully disposed of or converted.

Risks

• Integration risks associated with the merger between Heritage Commerce Corp and CVB Financial Corp.
• Market volatility risks for shareholders receiving CVBF stock as merger consideration.

Future Outlook

The company has been acquired by CVB Financial Corp; therefore, no further independent guidance or forward-looking statements are provided for Heritage Commerce Corp.

Management Comments

• The transaction was executed pursuant to the Agreement and Plan of Reorganization and Merger dated December 17, 2025.

Industry Context

StockSavvy.ai notes that this filing marks the finalization of a regional banking consolidation, reflecting the ongoing trend of M&A activity in the U.S. banking sector to achieve scale and operational efficiencies.

Comparison to Industry Standards

• The merger follows standard industry practices for bank acquisitions, utilizing a stock-for-stock exchange ratio.
• The cash-out mechanism for outstanding options is consistent with standard change-in-control provisions in executive compensation agreements.

Corporate Governance

Stakeholder Impact

• Shareholders have transitioned their holdings to CVB Financial Corp stock.
• Employees and directors are subject to the terms of the merger agreement regarding equity awards.

Next Steps

• Final delisting of Heritage Commerce Corp common stock from public exchanges.
• Integration of operations into CVB Financial Corp.

Key Dates

Keywords

Merger, Acquisition, HTBK, CVBF, Form 4, Insider Transaction, Heritage Commerce Corp