Form 4: Heritage Commerce Corp Merger Completion Form 4

President and CEO Robertson Clay Jones Jr. reports the final disposition of shares following the merger with CVB Financial Corp.

Summary

• On April 17, 2026, Heritage Commerce Corp completed its merger with CVB Financial Corp.
• All outstanding shares of Heritage Commerce Corp common stock were cancelled and converted into the right to receive 0.65 shares of CVB Financial Corp common stock per share.
• The reporting person, President and CEO Robertson Clay Jones Jr., disposed of his entire direct beneficial ownership of 296,959 shares of Heritage Commerce Corp common stock as part of the merger consideration.
• Various restricted stock units and performance-based restricted stock units were either accelerated and converted into merger consideration or substituted for CVB Financial Corp equity awards.

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 transaction with CVB Financial Corp.
• Full acceleration of pre-merger restricted stock units, providing immediate value to the executive.

Negatives

• The reporting person no longer holds direct beneficial ownership in Heritage Commerce Corp due to the company's acquisition and subsequent delisting/cancellation of shares.

Risks

• Integration risk associated with the merger between Heritage Commerce Corp and CVB Financial Corp.
• Market volatility risks inherent in receiving CVB Financial Corp stock as merger consideration.

Future Outlook

The company has been acquired by CVB Financial Corp; therefore, no further independent guidance for Heritage Commerce Corp is provided.

Industry Context

StockSavvy.ai notes that this filing marks the formal conclusion of the M&A process between Heritage Commerce Corp and CVB Financial Corp, reflecting ongoing consolidation trends within the regional banking sector.

Comparison to Industry Standards

• The use of a fixed exchange ratio is a standard mechanism in regional bank M&A transactions to mitigate valuation uncertainty.
• Acceleration of equity awards upon a change-in-control is consistent with standard executive compensation practices in the banking industry.

Stakeholder Impact

• Shareholders of Heritage Commerce Corp have had their holdings converted into CVB Financial Corp stock.
• Executive leadership transition as the company is absorbed into the acquirer.

Next Steps

• Finalization of the integration of Heritage Commerce Corp into CVB Financial Corp operations.

Key Dates

Keywords

Heritage Commerce Corp, CVB Financial Corp, Merger, Acquisition, Form 4, Insider Trading, HTBK