HERITAGE COMMERCE CORP 8-K

What Happened Heritage Commerce Corp (HTBK) filed an 8‑K on April 21, 2026 announcing that, effective April 20, 2026, it merged into CVB Financial Corp (CVBF) and ceased separate corporate existence. Heritage Bank of Commerce (Heritage Bank), a wholly owned Heritage subsidiary, merged into Citizens Business Bank (a CVBF subsidiary). Under the merger, each outstanding share of Heritage common stock was converted into the right to receive 0.65 shares of CVBF common stock; fractional shares were paid in cash. The stock issuance was registered under a Form S‑4 declared effective Feb. 12, 2026.

Key Details

• Exchange Ratio: 0.65 CVBF shares per Heritage share; fractional shares paid in cash.
• Option treatment: Unexercised Heritage stock options were cashed out—cash paid equals (shares × positive excess of the applicable cash‑out price over the option exercise price). The cash‑out price used a $19.28 20‑day VWAP for CVBF (as of five business days before closing) in the calculation.
• Equity awards: Outstanding restricted stock and most performance RSUs for non‑continuing employees were accelerated, vested and converted into merger consideration; Interim Heritage RSUs held by continuing employees were converted into CVBF RSU awards (rounded down to whole shares) with substantially the same vesting terms.
• Management and reporting: All Heritage directors and officers ceased roles at the effective time. Clay Jones (former Heritage President & CEO) became President of CVBF and Citizens; David A. Brager remains Chief Executive Officer of CVBF and Citizens. Heritage requested Nasdaq suspend trading and withdraw HTBK prior to the April 20, 2026 open; HTBK will be delisted and CVBF intends to file Form 15 to deregister HTBK and suspend reporting.

Why It Matters For Heritage shareholders, the merger ends ownership of HTBK shares and converts holdings into CVBF stock at a fixed 0.65 exchange ratio (with cash for fractions). Option holders receive cashouts based on the merger formula (using the disclosed $19.28 VWAP reference), and equity award holders face either acceleration and cash/conversion or substitution into CVBF RSUs depending on employee status. For investors tracking HTBK, the stock is being delisted and deregistered, so ongoing exposure will be through CVBF equity rather than Heritage shares. Management changes (including Clay Jones as President) and integration of the banking subsidiaries are immediate, which could affect operational direction under CVBF going forward.