Tam Jeannie 4
4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Heritage (HTBK) SVP Jeannie Tam Surrenders Shares in Merger
What Happened Jeannie Tam, SVP and Chief Accounting Officer of Heritage Commerce Corp (HTBK), disposed of a total of 15,532 HTBK shares on April 17, 2026 (6,233 shares and 9,299 derivative shares). The Form 4 reports the shares as "Disposition to the issuer" at $0.00 because, under the merger agreement with CVB Financial Corp., each outstanding HTBK share was cancelled and converted into the right to receive 0.65 shares of CVB common stock (the Merger Consideration). The 9,299-share item was a derivative (restricted stock/RSU) converted per the merger terms.
Key Details
- Transaction date: 2026-04-17; Report filed 2026-04-17 (same-day filing).
- Shares surrendered: 6,233 (direct) + 9,299 (derivative) = 15,532 HTBK shares.
- Reported price: $0.00 per HTBK share on the Form 4 — consideration was equity in CVB, not cash.
- Exchange: Each HTBK share converted into 0.65 shares of CVB Financial common stock under the Merger Agreement.
- Restricted awards: Footnotes indicate restricted stock awards accelerated and were converted into CVB stock or substitute CVB RSU awards (rounded as required), less applicable taxes.
- Shares owned after transaction: HTBK common shares were cancelled at the Effective Time; the filing implies the insider no longer holds HTBK common stock (holdings now reflected as CVB stock/RSUs).
- Filing timeliness: Report lists the transaction and was filed the same day (no late filing indicated).
Context This was not an open-market sale but the automatic conversion/surrender of Heritage shares as part of the company’s merger into CVB Financial. Such dispositions in connection with mergers are routine corporate actions and reflect conversion into the acquirer's stock (0.65 CVB shares per HTBK share) rather than a personal sale of shares for cash.
Insider Transaction Report
- Disposition to Issuer
Common Stock, No Par Value
[F1][F2]2026-04-17−6,233→ 0 total - Disposition to Issuer
Restricted Stock Unit
[F3]2026-04-17−9,299→ 0 totalExercise: $0.00→ Common Stock, No Par Value (9,299 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 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.