[Form 4] Heritage Commerce Corp Insider Trading Activity

Rhea-AI Filing Summary

Heritage Commerce Corp (HTBK) Form 4: EVP & COO Thomas A. Sa purchased 20,000 common shares on 08/01/2025 at $9.25, a direct buy worth roughly $185 k. Post-transaction direct ownership is 20,000 shares. He also retains 63,736 unvested derivative shares via RSUs—13,036 performance-based and 50,700 time-based—vesting between 2025-2028. No sales were disclosed. Insider buying by a key executive may signal confidence, but the filing offers no financial or strategic updates.

Positive

• $185 k direct open-market purchase by EVP/COO indicates personal confidence and tighter shareholder alignment.
• No insider sales reported, reinforcing the positive signal.

Negative

• None.

Insights

Equity Analyst

TL;DR: $185k insider buy by HTBK’s COO enhances alignment; modest size but directionally positive.

The direct open-market purchase represents roughly 7× Mr. Sa’s 2024 cash salary estimate and adds fresh skin in the game at an entry price below recent 52-week average. The absence of any concurrent sales or options exercise strengthens the signal. While $185k is small versus HTBK’s ~$700 m market cap, banks often view executive buying as a credibility boost amid sector volatility. The 63,736 RSUs already granted indicate long-term retention incentives, but these are cost-free awards; cash deployment is the more meaningful commitment. Overall impact: modestly positive for sentiment, not financially material.

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 did HTBK insider Thomas A. Sa purchase?

He bought 20,000 common shares at $9.25 each on 08/01/2025.

How much stock does the HTBK COO now own directly?

Following the trade, he directly owns 20,000 shares.

What derivative awards does the executive hold?

He holds 63,736 unvested RSUs, including 13,036 performance-based units and 50,700 time-based units.

Was any stock sold in this Form 4 filing?

No, the filing lists only purchases; no dispositions were reported.

Why do investors care about insider buying at HTBK?

Open-market buys by senior executives often signal confidence in future performance and can improve market sentiment.