SA THOMAS A 4
4 · HERITAGE COMMERCE CORP · Filed Apr 17, 2026
Research Summary
AI-generated summary of this filing
Heritage Commerce (HTBK) EVP/COO Thomas A. Sa Disposes Shares in Merger
What Happened
Thomas A. Sa, EVP and COO of Heritage Commerce Corp. (HTBK), had a total of 109,732 HTBK shares disposed to the issuer on April 17, 2026 as part of the company’s merger with CVB Financial Corp. The filing shows three dispositions: 37,576 HTBK common shares (priced $0.00) and two derivative dispositions of 58,325 and 13,831 shares (also $0.00). These shares were cancelled and converted into CVB Financial common stock under the merger agreement at an exchange ratio of 0.65 CVBF share per HTBK share.
Key Details
- Transaction date: 2026-04-17 (Effective Time of the merger) — transaction code D (Disposition to issuer).
- Specifics: 37,576 common shares + 58,325 derivative shares + 13,831 derivative shares = 109,732 total HTBK shares disposed; reported value for HTBK shares = $0 (conversion into CVBF shares).
- Exchange ratio: 0.65 CVBF shares per HTBK share; 109,732 × 0.65 = 71,325.8 (approx. 71,325 CVBF shares; note RSU conversions are rounded down per footnote).
- Shares owned after transaction: HTBK common shares outstanding were cancelled at the Effective Time (insider’s HTBK holdings converted into CVBF shares). The filing does not list post-closing CVBF holdings in this excerpt.
- Footnotes: F1 describes the merger conversion (each HTBK share converted into 0.65 CVBF shares). F2 notes that outstanding restricted stock units vested at closing and were converted into rights to receive CVBF shares equal to the product of the award shares × 0.65, rounded down, less taxes.
- Timeliness: Reported for the Effective Time (2026-04-17); filing reflects the merger closing and is not indicated as late.
Context
These are not open-market sales for cash but corporate-merger-related conversions: common shares and vested RSUs were cancelled and converted into CVB Financial stock per the merger terms. Such dispositions reflect the corporate reorganization rather than an insider decision to sell; the filing does not disclose cash proceeds for HTBK stock because value was received in CVBF shares (and rounding/cash-out rules may apply to fractional shares or taxes).
Insider Transaction Report
- Disposition to Issuer
Common Stock, No Par Value
[F1]2026-04-17−37,576→ 0 total - Disposition to Issuer
Restricted Stock Unit
[F2]2026-04-17−58,325→ 0 totalExercise: $0.00→ Common Stock, No Par Value (58,325 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Unit
[F2]2026-04-17−13,831→ 0 totalExercise: $0.00→ Common Stock, No Par Value (13,831 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.