Jones Robertson Clay JR 4

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.