Just Susan Svensson 4
4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Heritage Commerce (HTBK) EVP Susan Svensson Sells 61,329 Shares
What Happened
Just Susan Svensson, EVP and Chief Credit Officer of Heritage Commerce Corp (HTBK), recorded dispositions of 61,329 HTBK shares on April 17, 2026. The Form 4 shows three disposition entries: 13,736 shares (common stock) and two derivative-related dispositions of 24,710 and 22,883 shares (47,593 total) — all reported at $0.00 (no cash proceeds). These dispositions were part of the closing of the merger with CVB Financial Corp., under which each HTBK share was cancelled and converted into the right to receive 0.65 CVBF shares (the Merger Consideration). The gross conversion of 61,329 HTBK shares equates to roughly 39,863 CVBF shares before any rounding and tax withholding adjustments.
Key Details
- Transaction date: April 17, 2026 (Effective Time = closing of the merger).
- Reported prices/values: $0.00 per HTBK share; total reported proceeds $0 (non-cash corporate action).
- Share counts: 13,736 (common stock) + 24,710 (derivative) + 22,883 (derivative) = 61,329 HTBK shares disposed.
- Post-transaction ownership: HTBK common shares were cancelled at closing; insider is expected to receive CVBF shares per the 0.65 exchange ratio. Actual CVBF shares received may be rounded down and reduced for applicable taxes (per footnotes).
- Footnotes: F1 = common shares cancelled and converted into 0.65 CVBF shares; F2 = outstanding restricted stock units vested at closing and converted into CVBF shares (rounded down, less taxes).
- Timeliness: Filing dated April 17, 2026 for transactions on April 17, 2026 — reported contemporaneously in the Form 4.
Context
This was not an open-market sale for cash but a non-cash corporate action tied to the merger: HTBK shares were cancelled and converted into CVB Financial (CVBF) stock and certain RSUs vested and converted. Derivative entries reflect the conversion of restricted stock units into the right to receive CVBF shares (subject to rounding and tax withholding). Such filings report the corporate reorganization mechanics rather than a decision to sell for cash, so they do not by themselves indicate insider sentiment about the combined company.
Insider Transaction Report
- Disposition to Issuer
Common Stock, No Par Value
[F1]2026-04-17−13,736→ 0 total - Disposition to Issuer
Restricted Stock Unit
[F2]2026-04-17−24,710→ 0 totalExercise: $0.00→ Common Stock, No Par Value (24,710 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F2]2026-04-17−22,883→ 0 totalExercise: $0.00→ Common Stock, No Par Value (22,883 underlying)
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 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.