CABRAL BRUCE H 4
4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Heritage Commerce (HTBK) Director Bruce Cabral Disposes Shares in Merger
What Happened
- Bruce H. Cabral, a director of Heritage Commerce Corp. (HTBK), reported dispositions on April 17, 2026 tied to HTBK’s merger with CVB Financial Corp.
- He had 127,325 shares of HTBK common stock cancelled/converted in the merger (reported at $0.00), and three derivative/cash-out transactions of 2,470 shares each at $12.53 for $30,949 each — totaling $92,847 in cash proceeds. All transactions are reported as "Disposition to the issuer (D)."
Key Details
- Transaction date: 2026-04-17 (all items).
- Prices & amounts:
- 127,325 shares at $0.00 (cancelled/converted per merger).
- Three derivative disposals: each 2,470 shares at $12.53 = $30,949 each; combined cash = $92,847.
- Shares owned after transaction: not specified in the Form 4 filing.
- Footnotes: transactions occurred at the Effective Time of the merger; outstanding common shares were cancelled and converted into CVB Financial Corp. stock at an exchange ratio of 0.65 CVBF shares per HTBK share (F1). Outstanding restricted stock awards accelerated and were converted into the merger consideration (F2). Outstanding options were cancelled and holders received cash payments calculated under the merger agreement (F3).
- Filing timeliness: report covers transactions on 2026-04-17 and was filed with the same report date (no late filing indicated).
Context
- The large $0.00 line reflects share cancellation and conversion into CVB Financial stock under the merger exchange ratio, not a typical zero-value sale.
- The smaller line items were cash settlements for derivative awards/options as provided by the merger agreement (i.e., cashout of in‑the‑money options), not open-market sales.
- These merger-driven dispositions are administrative effects of the corporate transaction rather than routine insider market purchases or discretionary sales.
Insider Transaction Report
Form 4Exit
CABRAL BRUCE H
Director
Transactions
- Disposition to Issuer
Common Stock, No Par Value
[F1][F2]2026-04-17−127,325→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-04-17$12.53/sh−2,470$30,949→ 0 totalExercise: $7.12From: 2019-10-11Exp: 2026-04-17→ Common Stock, No Par Value (0 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-04-17$12.53/sh−2,470$30,949→ 0 totalExercise: $10.77From: 2019-10-11Exp: 2026-04-17→ Common Stock, No Par Value (0 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
[F3]2026-04-17$12.53/sh−2,470$30,949→ 0 totalExercise: $10.31From: 2019-10-11Exp: 2026-04-17→ Common Stock, No Par Value (0 underlying)
Footnotes (3)
- [F1]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").
- [F2]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.
- [F3]At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that was outstanding immediately prior to the Effective Time was cancelled and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Ratio), over (b) the exercise price per share, less applicable taxes.
Signature
/s/ Janisha Sabnani as Attorney-in-Fact for Bruce H. Cabral|2026-04-17