Insider Purchase — Thomas Sa (EVP) Acquires 20,000 HTBK Shares

Rhea-AI Filing Summary

Form 4 — Thomas A. Sa (EVP/Chief Operating Officer)

On 08/01/2025 Mr. Sa purchased 20,000 shares of Heritage Commerce Corp (HTBK) at $9.25 per share, resulting in 20,000 shares beneficially owned directly. The filing also reports performance-based RSUs for 13,036 shares (date shown 03/10/2028) and restricted stock units for 37,664 (dates shown 11/18/2025–11/18/2027) and 13,036 (dates shown 03/10/2026–03/10/2028). The form is signed 08/05/2025 by an attorney-in-fact.

Positive

• Officer purchase disclosed: Thomas A. Sa acquired 20,000 HTBK shares at $9.25 on 08/01/2025 (direct ownership reported).
• Equity incentives reported: Filing details performance-based RSUs and restricted stock units for 13,036, 37,664, and 13,036 underlying shares with stated exercisable/expiration dates.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchase disclosed — factual transaction but materiality cannot be assessed from this filing alone.

The Form 4 documents a purchase of 20,000 HTBK shares at $9.25 on 08/01/2025 and shows direct beneficial ownership of 20,000 shares following the transaction. The filing also details three classes of RSUs with explicit exercisable/expiration dates and amounts. The filing does not provide outstanding share count or percentage ownership, so impact on ownership percentages or valuation cannot be determined from this document alone.

Corporate Governance Expert

TL;DR: Officer-level insider transaction and disclosed RSUs are routine governance disclosures; significance depends on broader ownership context.

The reporter is identified as Thomas A. Sa, EVP/Chief Operating Officer. The Form 4 lists a direct purchase of 20,000 common shares and discloses performance-based and time-based RSUs (13,036; 37,664; 13,036) with specified exercisable/expiration dates. The form is executed by an attorney-in-fact and dated 08/05/2025. Without additional context (e.g., total outstanding shares or previous holdings) this is a factual disclosure rather than a standalone material corporate event.

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^*

SA THOMAS A

(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/Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		P		20,000	A	$9.25	20,000	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
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	13,036		13,036	D
Restricted Stock Unit	$0							11/18/2025	11/18/2027	Common Stock, No Par Value	37,664		37,664	D
Restricted Stock Unit	$0							03/10/2026	03/10/2028	Common Stock, No Par Value	13,036		13,036	D

Explanation of Responses:

	/s/ Janisha Sabnani as Attorney in fact for Thomas A. Sa	08/05/2025
	** 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 transaction did HTBK reporting person Thomas A. Sa disclose in the Form 4?

On 08/01/2025 Thomas A. Sa purchased 20,000 Heritage Commerce Corp (HTBK) shares at $9.25 per share.

How many HTBK shares does Thomas A. Sa beneficially own after the reported transaction?

The Form 4 reports 20,000 shares beneficially owned directly following the reported purchase.

What derivative or equity incentive holdings are disclosed for Thomas A. Sa?

The filing lists a performance-based RSU for 13,036 shares (date shown 03/10/2028) and restricted stock units for 37,664 (dates shown 11/18/2025–11/18/2027) and 13,036 (dates shown 03/10/2026–03/10/2028).

What is Thomas A. Sa's role at Heritage Commerce Corp (HTBK)?

The Form 4 identifies Thomas A. Sa as EVP/Chief Operating Officer of Heritage Commerce Corp.

When was the Form 4 signed and by whom?

The form is signed 08/05/2025 by Janisha Sabnani as Attorney in fact for Thomas A. Sa.