Form 4: Heritage Commerce Corp Merger Completion Form 4

EVP and CFO Seth Fonti reports the disposition of Heritage Commerce Corp shares following the company's merger with CVB Financial Corp.

Summary

• Seth Fonti, EVP and CFO of Heritage Commerce Corp, reported the disposition of 32,188 shares of common stock.
• The transaction occurred on April 17, 2026, due to the completion of the merger between Heritage Commerce Corp and CVB Financial Corp.
• All outstanding common stock was cancelled and converted into the right to receive 0.65 shares of CVBF common stock per share held.
• Restricted stock units were vested and converted into the right to receive CVBF common stock based on the 0.65 exchange ratio.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative filing documenting the final steps of a previously announced merger.

Positives

• Successful completion of the merger agreement dated December 17, 2025.
• Full acceleration and vesting of outstanding restricted stock awards upon the merger closing.

Negatives

• The reporting person no longer holds any direct beneficial ownership in Heritage Commerce Corp as the entity has been acquired.

Risks

• Integration risks associated with the merger between Heritage Commerce Corp and CVB Financial Corp.

Future Outlook

The filing does not provide forward-looking guidance as it documents the final disposition of shares following a completed merger.

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 within the U.S. banking sector to achieve scale and operational efficiencies.

Comparison to Industry Standards

• The 0.65 exchange ratio is consistent with standard stock-for-stock merger consideration structures in the regional banking sector.
• Acceleration of equity awards upon a change-in-control event is a standard practice in executive compensation agreements.

Stakeholder Impact

• Shareholders of Heritage Commerce Corp have received CVB Financial Corp stock as merger consideration.

Next Steps

• Final integration of Heritage Commerce Corp operations into CVB Financial Corp.

Key Dates

Keywords

Heritage Commerce Corp, CVB Financial Corp, Merger, Form 4, Insider Transaction, Acquisition