Form 4: Heritage Commerce Corp Merger Completion Form 4
Statement of Changes in Beneficial Ownership
Jeannie Tam reports the disposition of Heritage Commerce Corp shares following the company's merger with CVB Financial Corp.
Summary
- Jeannie Tam, SVP/Chief Accounting Officer, reported the disposition of 6,233 shares of Heritage Commerce Corp common stock.
- The transaction occurred on April 17, 2026, due to the consummation of the merger between Heritage Commerce Corp and CVB Financial Corp.
- Each share of Heritage Commerce Corp was converted into the right to receive 0.65 shares of CVB Financial Corp common stock.
- Restricted stock units were converted into substitute restricted stock unit awards denominated in CVB Financial Corp common stock.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral administrative filing confirming the completion of a previously announced merger.
Positives
- Successful completion of the merger agreement dated December 17, 2025.
- Acceleration of outstanding restricted stock awards upon the effective time of the merger.
Negatives
- Heritage Commerce Corp common stock has been cancelled and converted, effectively ending its status as an independent publicly traded entity.
Risks
- Integration risks associated with the merger between Heritage Commerce Corp and CVB Financial Corp.
- Market volatility risks for shareholders receiving CVB Financial Corp 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 confirms 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 regional bank acquisitions, utilizing a fixed exchange ratio to provide continuity for shareholders.
Stakeholder Impact
- Shareholders of Heritage Commerce Corp have had their holdings converted into CVB Financial Corp common stock.
- Employees and officers are subject to the integration plans of the acquiring entity, CVB Financial Corp.
Next Steps
- Final delisting of Heritage Commerce Corp common stock from public exchanges.
Key Dates
| Date | Description |
|---|---|
| 2025-12-17 | Date of the Agreement and Plan of Reorganization and Merger. |
| 2026-04-17 | Effective time of the merger and date of the reported transaction. |
Keywords
Heritage Commerce Corp, HTBK, CVB Financial Corp, Merger, Form 4, Insider Transaction, Acquisition
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