Fonti Seth 4

4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026

AI-generated summary of this filing

Updated Apr 17, 2026

Heritage Commerce (HTBK) CFO Seth Fonti Disposes Shares in Merger

What Happened

Seth Fonti, Chief Financial Officer of Heritage Commerce Corp (HTBK), reported dispositions to the issuer on April 17, 2026 related to the company's merger with CVB Financial Corp.
The filing shows: 32,188 HTBK common shares disposed (price $0.00; value $0) and 19,654 derivative shares disposed (price $0.00; value $0). These were converted into CVB Financial (CVBF) common stock under the merger consideration rather than sold for cash.

Key Details

Transaction date: April 17, 2026. Report filed the same day (no late filing indicated).
Reported dispositions: 32,188 common shares (D) and 19,654 derivative shares (D, derivative) — total 51,842 HTBK shares converted.
Reported price/value: $0.00 per share; $0 total reported (conversion into CVBF stock rather than cash).
Exchange terms: Each HTBK share was cancelled and converted into the right to receive 0.65 shares of CVBF common stock (the "Exchange Ratio"). That conversion yields roughly 33,697 CVBF shares before any rounding or tax withholding.
Tax/withholding note: Restricted awards and RSUs were converted less applicable taxes; RSAs accelerated and RSUs vested at closing per the footnotes.
Shares owned after transaction: Not specified in the summary provided.

Context

This was not an open-market sale but a corporate action — HTBK common shares and outstanding equity awards were converted into CVB Financial stock as part of the merger. Such dispositions tied to a merger are routine and reflect deal consideration, not a traditional insider sale for cash.
Derivative line reflects conversion of restricted/unit awards (accelerated/vested at closing) into merger consideration rather than an option exercise or voluntary sale.

Form 4Exit

Period: 2026-04-17

EVP/Chief Financial Officer

Transactions

Disposition to Issuer
Common Stock, No Par Value
[F1][F2]
2026-04-17−32,188→ 0 total
Disposition to Issuer
Restricted Stock Unit
[F3]
2026-04-17−19,654→ 0 total
Exercise: $0.00→ Common Stock, No Par Value (19,654 underlying)

Footnotes (3)

[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, less applicable taxes.
[F3]At the Effective Time, each outstanding restricted stock unit award became vested by its terms on the closing date and was converted into a right to receive a number of shares of CVBF common stock equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company common stock subject to such restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, less applicable taxes.

Signature

/s/ Janisha Sabnani as Attorney-in-Fact for Seth Fonti|2026-04-17

1 file