CABRAL BRUCE H 4

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.