Sabnani Janisha 4

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.