Sabnani Janisha 4

4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026

AI-generated summary of this filing

Updated Apr 17, 2026

Heritage Commerce (HTBK) GC Janisha Sabnani Converts 45,265 Shares in Merger

What Happened

Janisha Sabnani, EVP / General Counsel / Corporate Secretary of Heritage Commerce Corp (HTBK), reported dispositions to the issuer on April 17, 2026 related to the company’s merger with CVB Financial Corp. She surrendered a total of 45,265 HTBK shares: 4,916 common shares and two derivative entries of 31,059 and 9,290 (restricted stock units). Each HTBK share was converted into the right to receive 0.65 shares of CVBF common stock; the Form 4 shows $0 cash proceeds because the consideration was stock conversion rather than a sale.

Key Details

Transaction date: 2026-04-17 (Effective Time of the merger).
Reported dispositions: 4,916 common shares (D) and 31,059 + 9,290 derivative shares (D); total = 45,265 HTBK shares.
Reported price/proceeds: $0.00 per share / $0 total on Form 4 (conversion into merger consideration, not cash).
Exchange ratio: 0.65 CVBF shares per HTBK share (implies ~29,422 CVBF shares before rounding/tax: 45,265 × 0.65).
Footnotes: F1 — outstanding common shares were cancelled and converted into CVBF stock at 0.65 exchange ratio; F2 — outstanding RSUs vested at closing and were converted into CVBF shares equal to (RSU count × 0.65) rounded down to whole shares and reduced for applicable taxes.
Shares owned after transaction: not specified in the provided filing.

Context

This was a merger-related conversion (disposition to issuer), not an open-market sale; the $0 proceeds reflect stock-for-stock consideration. For RSUs, the filing notes they vested at closing and converted to CVBF shares subject to rounding and tax withholding. Such issuer conversions are routine in M&A and do not necessarily reflect insider sentiment about the market.

Form 4Exit

Period: 2026-04-17

EVP/General Counsel/Corp Sec

Transactions

Disposition to Issuer
Common Stock, No Par Value
[F1]
2026-04-17−4,916→ 0 total
Disposition to Issuer
Restricted Stock Unit
[F2]
2026-04-17−31,059→ 0 total
Exercise: $0.00→ Common Stock, No Par Value (31,059 underlying)
Disposition to Issuer
Performance-Based Restricted Stock Unit
[F2]
2026-04-17−9,290→ 0 total
Exercise: $0.00→ Common Stock, No Par Value (9,290 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.

Signature

/s/ Janisha Sabnani|2026-04-17

1 file