BIAGINI KOMAS JULIANNE M 4

4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026

AI-generated summary of this filing

Updated Apr 17, 2026

Heritage Commerce (HTBK) Director Julianne Biagini Surrenders Shares in Merger

What Happened

Julianne Biagini Komas, a director of Heritage Commerce Corp (HTBK), disposed of 68,194 HTBK shares on April 17, 2026. The filing reports a disposition to the issuer at $0.00 because HTBK shares were canceled and converted into CVB Financial Corp. (CVBF) shares as part of the merger.
Per the merger terms, each HTBK share was converted into 0.65 shares of CVBF common stock (the Exchange Ratio). The 68,194 HTBK shares equate to approximately 44,326.1 CVBF shares under that ratio. No cash proceeds were reported in this filing.

Key Details

Transaction date: 2026-04-17 (Effective Time of the merger)
Reported transaction: Disposition to issuer (code D) — 68,194 shares @ $0.00; reported cash value $0
Conversion: 0.65 CVBF shares received per HTBK share (per Merger Agreement, footnote F1)
Restricted awards: All outstanding restricted stock awards accelerated and converted into the same merger consideration (footnote F2)
Shares owned after transaction: HTBK shares were canceled at the Effective Time; holdings converted to CVBF shares (approx. 44,326.1 CVBF shares from this block)
Filing timeliness: Reported with the same Effective/Report date (no late filing indicated)

Context

This was not an open-market sale. The disposition reflects the corporate merger where HTBK shares were exchanged for CVBF stock under the agreed exchange ratio. Such filings document the mechanics of the merger rather than an insider selling into the market.

Form 4Exit

Period: 2026-04-17

Director

Transactions

Disposition to Issuer
Common Stock, No Par Value
[F1][F2]
2026-04-17−68,194→ 0 total

Footnotes (2)

[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.

Signature

/s/ Janisha Sabnani as Attorney-in-Fact for Julianne M. Biagini Komas|2026-04-17

1 file