BIAGINI KOMAS JULIANNE M 4

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.