Heritage Commerce (HTBK) director receives 4,022-share restricted stock award

Rhea-AI Filing Summary

Conner Jack W reported acquisition or exercise transactions in this Form 4 filing.

HERITAGE COMMERCE CORP director Jack W. Conner received a grant of 4,022 shares of common stock as a restricted stock award. The award vests on the first anniversary of the grant date, subject to his continuous employment with the company.

The amended Form 4 corrects the amount of securities beneficially owned after this grant and notes that Conner is no longer the beneficial owner of any shares previously held indirectly by a trust, following a transfer of investment control of that trust several years ago.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Conner Jack W

(Last) (First) (Middle)

224 AIRPORT PARKWAY

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE COMMERCE CORP [ HTBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, No Par Value	03/05/2026		A		4,022(1)	A	$0	119,889(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock award vests at the first anniversary of the grant date, subject to continuous employment with the company.

2. The reporting person is no longer the beneficial owner of any shares held indirectly by trust due to the transfer of investment control of the trust several years ago.

3. On March 9, 2026, the reporting person filed a Form 4 which reported the grant of restricted stock awards by the Company. This amendment reflects a correction by the Company and the reporting person to the amount of securities beneficially owned following the reported transaction.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Jack W. Conner	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did HERITAGE COMMERCE CORP (HTBK) report for Jack W. Conner?

HERITAGE COMMERCE CORP reported that director Jack W. Conner received a grant of 4,022 shares of common stock as a restricted stock award. This is a compensation-related acquisition, not an open-market purchase or sale, and increases his directly held share count.

When do Jack W. Conner’s 4,022 HERITAGE COMMERCE CORP restricted shares vest?

The 4,022-share restricted stock award to Jack W. Conner vests on the first anniversary of the grant date. Vesting is conditioned on his continuous employment with the company through that date, meaning he must remain employed to receive the full benefit of the award.

How many HERITAGE COMMERCE CORP shares does Jack W. Conner hold after this Form 4/A?

After the reported grant, Jack W. Conner beneficially owns 119,889 shares of HERITAGE COMMERCE CORP common stock directly. This total reflects the correction made in this amended filing to his post-transaction holdings following the restricted stock award reported for March 5, 2026.

Why did HERITAGE COMMERCE CORP file an amended Form 4/A for Jack W. Conner?

The amended Form 4 was filed to correct the number of securities beneficially owned by Jack W. Conner after the restricted stock grant. The company and Conner updated the post-transaction holdings figure to ensure it accurately reflects his ownership following the March 5, 2026 award.

What does the filing say about Jack W. Conner’s prior indirect trust holdings in HTBK shares?

The filing explains that Jack W. Conner is no longer the beneficial owner of any HERITAGE COMMERCE CORP shares previously held indirectly by a trust. Investment control of that trust was transferred several years ago, so those indirectly held shares are no longer attributed to his beneficial ownership.

Is Jack W. Conner’s 4,022-share HTBK award an open-market purchase or a compensation grant?

The 4,022 shares are a restricted stock award granted at no stated purchase price, making them a compensation-related grant rather than an open-market purchase. The transaction is coded as a grant or award acquisition and is tied to his role as a director.