Conner Jack W 4

What Happened

• Jack W. Conner, a director of Heritage Commerce Corp (HTBK), reported a disposition to the issuer of 165,361 HTBK shares on April 17, 2026. The Form 4 shows $0.00 proceeds because the HTBK shares were cancelled and converted into merger consideration rather than sold for cash.
• Under the merger agreement, each HTBK share was converted into the right to receive 0.65 shares of CVB Financial Corp. (CVBF). Restricted stock awards were accelerated and likewise converted into the merger consideration.

Key Details

• Transaction date: 2026-04-17. Transaction code: D (Disposition to issuer).
• Reported price: $0.00 per HTBK share (no cash proceeds reported on Form 4).
• Merger consideration: 0.65 CVBF shares per HTBK share (per footnote). For 165,361 HTBK shares, that equals the right to 107,484.65 CVBF shares (subject to the merger agreement’s treatment of fractional shares).
• Restricted awards: All outstanding restricted stock awards accelerated and converted at the Effective Time (footnote).
• Shares owned after transaction: not specified in this filing.
• Filing timeliness: Report covers the Effective Time (2026-04-17) and was filed the same day (no late filing indicated).

Context

• This is not a market sale but a corporate action tied to the HTBK–CVBF merger: HTBK shares were cancelled and exchanged for CVBF stock per the agreed exchange ratio. The Form 4 shows $0 proceeds because consideration was stock, not cash.
• Retail investors looking to value this insider movement should check CVBF’s market price and the merger agreement terms (including any cash-in-lieu for fractional shares) to estimate the economic outcome.