Robertson Clay Jones Jr. - 17 Apr 2026 Form 4 Insider Report for HERITAGE COMMERCE CORP (HTBK)

Reporting relationship: President and CEO
Issuer ticker: HTBK
Reported as of: 17 Apr 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 17 Apr 2026, 18:08:55 UTC
Prior SEC filing: 11 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Janisha Sabnani as Attorney-in-Fact for Robertson Clay Jones Jr.

Key filing fact

Robertson Clay Jones Jr. filed Form 4 for HERITAGE COMMERCE CORP (HTBK) on 17 Apr 2026.

Key facts

This page summarizes Robertson Clay Jones Jr.'s Form 4 filing for HERITAGE COMMERCE CORP (HTBK).
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 17 Apr 2026, 18:08.

Change

Previous filing in this sequence was filed on 11 Mar 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001788938 Primary reporting owner

Jones Robertson Clay JR

Relationship: President and CEO
Address: 224 AIRPORT PARKWAY, SAN JOSE
Signature: /s/ Janisha Sabnani as Attorney-in-Fact for Robertson Clay Jones Jr.
Signature date: 17 Apr 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HTBK transaction

Common Stock, No Par Value

Disposed to Issuer

Transaction value
Shares: -296,959
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 17 Apr 2026
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HTBK transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -48,300
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 17 Apr 2026
Ownership: Direct
Underlying class: Common Stock, No Par Value
Underlying amount: 48,300
Exercise price: $0.000000
Footnotes: F2

HTBK transaction Derivative

Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -50,030
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 17 Apr 2026
Ownership: Direct
Underlying class: Common Stock, No Par Value
Underlying amount: 50,030
Exercise price: $0.000000
Footnotes: F3

HTBK transaction Derivative

Performance-Based Restricted Stock Unit

Disposed to Issuer

Transaction value
Shares: -113,367
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 17 Apr 2026
Ownership: Direct
Underlying class: Common Stock, No Par Value
Underlying amount: 113,367
Exercise price: $0.000000
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Robertson Clay Jones Jr. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote F2

At the Effective Time, each outstanding restricted stock unit award granted prior to December 17, 2025 and performance-based restricted stock unit award under the Company stock plans accelerated in full (with the number of shares of Company common stock underlying any performance-based restricted stock unit award to equal the target number of shares), and such stock awards were converted into, and became exchanged for, the Merger Consideration, less applicable taxes.

Footnote F3

At the Effective Time, each outstanding restricted stock unit award that was granted following December 17, 2025 was converted into a substitute restricted stock unit award denominated in shares of CVBF common stock under the CVBF stock plan (a "CVBF RSU Award"), with the number of shares of CVBF common stock subject to each such CVBF RSU Award 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.