Edmonds-Waters Christopher 4

What Happened

• Christopher Edmonds‑Waters, EVP & People & Culture Officer of Heritage Commerce Corp (HTBK), reported dispositions on 2026-04-17 totaling 60,636 shares of HTBK common stock. The Form 4 shows three dispositions to the issuer: 9,639 shares (common stock) and two derivative dispositions of 42,099 and 8,898 shares. All were reported at $0.00 because the transactions were part of the company’s merger into CVB Financial Corp (CVBF) and reflected conversion/cancellation of HTBK shares rather than open‑market sales.
• Under the merger terms each HTBK share was converted into the right to receive 0.65 CVBF shares (the “Exchange Ratio”), so the 60,636 HTBK shares translate to roughly 39,413 CVBF shares before rounding and any tax withholding. The derivative entries relate to restricted stock units that vested at closing and were converted into CVBF shares (with applicable tax withholding noted).

Key Details

• Transaction date: 2026-04-17. Transaction code: D (Disposition to issuer). Report filed: 2026-04-17 (filing appears timely).
• Reported dispositions: 9,639 shares (common) + 42,099 shares (derivative) + 8,898 shares (derivative) = 60,636 total. All reported at $0.00 (no cash proceeds shown).
• Estimated consideration: ~0.65 CVBF shares per HTBK share → ~39,413 CVBF shares pre‑rounding/taxes; actual CVBF shares received may be rounded or adjusted for withholding.
• Footnotes: F1 confirms each HTBK share was cancelled and converted into CVBF consideration at the Effective Time per the merger agreement. F2 states restricted stock units vested at closing and converted into CVBF shares (rounded down and subject to taxes).
• Shares owned after transaction: not specified in the filing.

Context

• These were not open‑market sales but merger-related conversions and RSU vesting/settlement. Dispositions to the issuer in a corporate transaction do not necessarily signal trading intent; they often reflect automatic conversion, tax withholding, or settlement mechanics tied to the deal.