Husain Kamran F 4

4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026

AI-generated summary of this filing

Updated Apr 17, 2026

HTBK Director Husain Surrenders 28,084 Shares in CVB Merger

What Happened

Husain Kamran F, a director of Heritage Commerce Corp (HTBK), reported a disposition to the issuer of 28,084 shares on April 17, 2026. The Form 4 shows the shares disposed at $0.00 (total reported value $0), because the shares were cancelled and converted under a merger.
Under the merger agreement, each HTBK common share was converted into the right to receive 0.65 shares of CVB Financial Corp (CVBF). Based on that exchange ratio, the 28,084 HTBK shares correspond to the right to receive about 18,255 CVBF shares (28,084 × 0.65).

Key Details

Transaction date: 2026-04-17 (Effective Time of the merger).
Price reported: $0.00 per share; total reported proceeds: $0.
Shares owned after transaction: not specified in the information provided in this filing.
Notable footnotes:
- F1: All outstanding HTBK shares were cancelled and converted into CVBF shares at 0.65 per HTBK share as of the Effective Time.
- F2: Outstanding restricted stock awards accelerated at the Effective Time and were converted into the same merger consideration.
Filing timeliness: Form filed on the same date as the transaction (no late filing indicated).

Context

This disposition is a corporate-action conversion tied to the merger (HTBK → CVBF), not an open-market sale for cash—so it doesn’t necessarily reflect the director’s buy/sell decision. Restricted awards were accelerated and similarly converted into CVBF consideration.

Form 4Exit

Period: 2026-04-17

Director

Transactions

Disposition to Issuer
Common Stock, No Par Value
[F1][F2]
2026-04-17−28,084→ 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 Kamran F. Husain|2026-04-17

1 file