Jones Robertson Clay JR 4
4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Heritage Commerce (HTBK) CEO Jones R. Clay Converts 508,656 Shares
What Happened
Jones Robertson Clay Jr., President and CEO of Heritage Commerce Corp. (HTBK), disposed of a total of 508,656 HTBK shares on April 17, 2026 as part of the company’s merger into CVB Financial Corp. The Form 4 shows four disposition entries (296,959 common shares and three derivative entries of 48,300; 50,030; and 113,367) reported at $0.00 per share because the HTBK shares were cancelled and converted into CVB Financial common stock rather than sold for cash. Under the merger terms, each HTBK share was converted into the right to receive 0.65 shares of CVB Financial common stock.
Key Details
- Transaction date: April 17, 2026 (Effective Time of the merger). Report filed Apr 17, 2026.
- Shares disposed: 508,656 HTBK shares total (296,959 common + 212, etc. from derivative awards).
- Reported price/proceeds: $0.00 per share and $0 total (stock-for-stock conversion in merger).
- Conversion ratio: 0.65 CVBF shares per HTBK share (gross equivalent ≈ 330,626.4 CVBF shares before any rounding or tax withholding).
- Derivative entries: three disposals were derivative (restricted stock unit awards and performance-based RSUs converted or substituted under merger terms).
- Footnotes: F1–F3 explain the merger conversion, acceleration and conversion of pre- and post-December 17, 2025 RSUs, and treatment of substitute CVBF RSU awards (rounding and tax withholding may apply).
- Filing timeliness: Form 4 filed with the transaction date (no late filing indicated).
Context
- This was not an open-market sale but a corporate reorganization: HTBK common shares were cancelled and exchanged for CVB Financial stock under the Merger Agreement dated December 17, 2025.
- Derivative/RSU conversions are typical in M&A: pre-closing RSUs were accelerated and converted into merger consideration (less taxes); RSUs granted after Dec 17, 2025 were converted into substitute CVBF RSU awards with share counts adjusted by the 0.65 exchange ratio and rounding rules.
- No cash proceeds reported, so this filing reflects a change in security form/ownership due to the merger rather than a liquidity event by the insider.
Insider Transaction Report
Form 4Exit
Jones Robertson Clay JR
President and CEO
Transactions
- Disposition to Issuer
Common Stock, No Par Value
[F1]2026-04-17−296,959→ 0 total - Disposition to Issuer
Restricted Stock Unit
[F2]2026-04-17−48,300→ 0 totalExercise: $0.00→ Common Stock, No Par Value (48,300 underlying) - Disposition to Issuer
Restricted Stock Unit
[F3]2026-04-17−50,030→ 0 totalExercise: $0.00→ Common Stock, No Par Value (50,030 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F2]2026-04-17−113,367→ 0 totalExercise: $0.00→ Common Stock, No Par Value (113,367 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 unit award granted prior to December 17, 2025 and performance-based restricted stock unit award under the Company stock plans accelerated in full (with the number of shares of Company common stock underlying any performance-based restricted stock unit award to equal the target number of shares), and such 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 that was granted following December 17, 2025 was converted into a substitute restricted stock unit award denominated in shares of CVBF common stock under the CVBF stock plan (a "CVBF RSU Award"), with the number of shares of CVBF common stock subject to each such CVBF RSU Award 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.
Signature
/s/ Janisha Sabnani as Attorney-in-Fact for Robertson Clay Jones Jr.|2026-04-17