Fonti Seth 4

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.