Heritage Commerce (NASDAQ: HTBK) EVP awarded 13,997 RSUs vesting 2027-2029

Rhea-AI Filing Summary

Edmonds-Waters Christopher reported acquisition or exercise transactions in this Form 4 filing.

Heritage Commerce Corp executive Christopher Edmonds-Waters, EVP/People & Culture Officer, received a grant of 13,997 restricted stock units on March 5, 2026 at no cash cost. Each unit represents one share of common stock.

The restricted stock units vest annually in three equal installments starting March 5, 2027, with additional vesting on March 5, 2028 and March 5, 2029. Following these transactions, he holds direct positions in restricted stock units, performance-based restricted stock units, and 6,704 shares of common stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Edmonds-Waters Christopher

Role EVP/People & Culture Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	13,997	$0.00	--
holding	Restricted Stock Unit	--	--	--
holding	Performance-Based Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Common Stock, No Par Value	--	--	--

Holdings After Transaction: Restricted Stock Unit — 13,997 shares (Direct); Performance-Based Restricted Stock Unit — 8,388 shares (Direct); Common Stock, No Par Value — 6,704 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a right to receive one share of Issuer common stock. The restricted stock units vest annually in three equal installments commencing March 5, 2027, the first anniversary of the holder's grant date. The second tranche will vest on 3/5/2028. The remaining RSUs will vest on 3/5/2029.

Form 4 Insider Transactions: What Each Field Means →

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^*

Edmonds-Waters Christopher

(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)
	EVP/People & Culture Officer

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

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								6,704	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
Restricted Stock Unit	$0(1)	03/05/2026		A		13,997		03/05/2027(2)	03/05/2029(2)	Common Stock, No Par Value	13,997	$0	13,997	D
Restricted Stock Unit	$0							05/31/2025	05/31/2027	Common Stock, No Par Value	20,000		20,000	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	8,388		8,388	D
Restricted Stock Unit	$0							03/10/2026	03/10/2028	Common Stock, No Par Value	8,388		8,388	D

Explanation of Responses:

1. Each restricted stock unit represents a right to receive one share of Issuer common stock.

2. The restricted stock units vest annually in three equal installments commencing March 5, 2027, the first anniversary of the holder's grant date. The second tranche will vest on 3/5/2028. The remaining RSUs will vest on 3/5/2029.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Christopher Edmond-Waters	03/09/2026
	** 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 HTBK report for Christopher Edmonds-Waters?

Heritage Commerce Corp reported that EVP/People & Culture Officer Christopher Edmonds-Waters received a grant of 13,997 restricted stock units on March 5, 2026. The award was recorded at a price of $0.00 per unit as part of his equity compensation.

How many restricted stock units were granted to the HTBK executive?

The HTBK executive received 13,997 restricted stock units. Each restricted stock unit represents a right to receive one share of Heritage Commerce Corp common stock, providing equity-based compensation that ties part of his pay to the company’s future share performance.

When do Christopher Edmonds-Waters’ HTBK restricted stock units vest?

The restricted stock units vest in three equal annual installments. Vesting begins on March 5, 2027, the first anniversary of the grant, with additional tranches scheduled to vest on March 5, 2028 and March 5, 2029, subject to continued service and plan terms.

What does each restricted stock unit represent for HTBK’s EVP?

Each restricted stock unit granted to HTBK’s EVP represents a right to receive one share of Heritage Commerce Corp common stock. Actual shares are delivered only as the units vest over time according to the specified vesting schedule.

What other equity holdings does the HTBK EVP report after this grant?

After this grant, the HTBK EVP reports direct holdings that include restricted stock units, performance-based restricted stock units totaling 8,388 units, and 6,704 shares of common stock. These positions reflect both time-based and performance-based components of his equity compensation.

Is the HTBK restricted stock unit grant a purchase or a compensation award?

The HTBK transaction is a compensation award, not a market purchase. The Form 4 lists the transaction code as a grant or award acquisition, with a price per restricted stock unit of $0.00, indicating it was issued under the company’s compensation plan.