04/17/2026 | Press release | Distributed by Public on 04/17/2026 15:59
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $7.12 | 04/17/2026(3) | D | 2,470 | 10/11/2019 | 04/17/2026 | Common Stock, No Par Value | 0 | $12.53 | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.77 | 04/17/2026(3) | D | 2,470 | 10/11/2019 | 04/17/2026 | Common Stock, No Par Value | 0 | $12.53 | 0 | D | ||||
| Employee Stock Option (right to buy) | $10.31 | 04/17/2026(3) | D | 2,470 | 10/11/2019 | 04/17/2026 | Common Stock, No Par Value | 0 | $12.53 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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CABRAL BRUCE H 224 AIRPORT PARKWAY SAN JOSE, CA 95110 |
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| /s/ Janisha Sabnani as Attorney-in-Fact for Bruce H. Cabral | 04/17/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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"). |
| (2) | 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. |
| (3) | At the Effective Time, each option to purchase shares of Company common stock under any Company stock plan that was outstanding immediately prior to the Effective Time was cancelled and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Company common stock subject to such option and (ii) the positive excess, if any, of (a) the applicable cashout price of such option (calculated as an amount, rounded to the nearest cent, equal to the product of (x) the 20-day volume weighted average closing price of a share of CVBF common stock as of the fifth business day prior to the closing date, and (y) the Exchange Ratio), over (b) the exercise price per share, less applicable taxes. |