Heritage Commerce Insider Award: 6,233 RSAs to Chief Accounting Officer

Rhea-AI Filing Summary

On 07/29/2025, Heritage Commerce Corp (HTBK) filed a Form 4 disclosing that its SVP & Chief Accounting Officer, Jeannie Tam, received 6,233 shares of restricted common stock at $0 cost. The grant was made under the company’s 2023 Equity Incentive Plan and vests in three equal annual tranches beginning 07/29/2026, conditional upon continued service.

Following the award, Tam’s direct beneficial ownership totals 6,233 HTBK shares. No sales, options, or other derivative transactions were reported. The filing reflects incremental insider ownership and aligns executive incentives with shareholders, but the scale of the award is relatively small and is unlikely to materially affect overall insider ownership percentages or the company’s capital structure.

Insights

Financial Analyst

TL;DR: Modest restricted-stock grant aligns executive incentives; negligible balance-sheet impact.

The 6,233-share award to the Chief Accounting Officer represents a typical retention tool rather than a market-moving event. Because the shares are subject to three-year vesting, immediate dilution is immaterial. The absence of sales or derivative activity removes any near-term bearish signal. While insider accumulation is directionally positive, the position size is unlikely to influence governance or liquidity metrics. Overall valuation or earnings forecasts for HTBK remain unchanged.

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
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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^*

Tam Jeannie

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP/Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025

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

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	07/29/2025		A		6,233(1)	A	$0	6,233	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. Represents a restricted stock award granted under the Heritage Commerce Corp 2023 Equity Incentive Plan. The award vests in equal annual installments over 3 years with the first installment vesting on July 29, 2026, subject to the reporting person's continued service with the issuer through each vesting date.

Remarks:

	/s/Jeannie Tam	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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