Heritage Commerce (NASDAQ: HTBK) CEO exercises RSUs and gains stock dividends

Rhea-AI Filing Summary

Heritage Commerce Corp President and CEO Jones Robertson Clay Jr. reported equity compensation activity involving the company’s Common Stock. On March 10, 2026, he exercised Restricted Stock Units (RSUs) to acquire 9,897 shares of Common Stock at an exercise price of $0.00 per share as part of an RSU conversion.

He also acquired 501 additional shares of Common Stock as stock dividends payable upon the partial vesting of an RSU grant. Following these transactions, his directly held Common Stock position increased to 296,959 shares. The filing also shows he continues to hold multiple RSU and performance-based RSU awards linked to Common Stock with expiration dates between 2026 and 2029, indicating significant remaining equity-based incentives and no reported open-market sales in this filing.

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

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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^*

Jones Robertson Clay JR

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		9,897	A	$0	296,458	D
Common Stock, No Par Value	03/10/2026		A		501(1)	A	$0	296,959	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(2)	03/10/2026		M			9,897	03/10/2026(3)	03/10/2028	Common Stock, No Par Value	9,897	$0	19,794	D
Restricted Stock Unit	$0							05/02/2024	05/02/2026	Common Stock, No Par Value	10,492		10,492	D
Performance-Based Restricted Stock Unit	$0							03/08/2027	03/08/2027	Common Stock, No Par Value	39,635		39,635	D
Performance-Based Restricted Stock Unit	$0							05/02/2026	05/02/2026	Common Stock, No Par Value	31,477		31,477	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	29,690		29,690	D
Restricted Stock Unit	$0							03/05/2027	03/05/2029	Common Stock, No Par Value	49,543		49,543	D
Restricted Stock Unit	$0							03/08/2025	03/08/2027	Common Stock, No Par Value	13,212		13,212	D

Explanation of Responses:

1. The reporting person acquired 501 shares of the Company's Common Stock as a result of the stock dividends payable to the reporting person upon the partial vesting of the RSUs grant.

2. Restricted Stock Units (RSUs) convert into shares of the Company's Common Stock on a one-for-one basis.

3. The RSUs vest annually in three equal installments commencing on March 10, 2026, the first anniversary of the holder's grant date. The second tranche will vest on March 10, 2027. The remaining RSUs will vest on March 10, 2028.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Robertson Clay Jones Jr.	03/11/2026
	** 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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FAQ

What did HTBK’s CEO report in this Form 4 filing?

Heritage Commerce Corp’s CEO reported equity compensation activity, not market trades. He exercised Restricted Stock Units into 9,897 Common shares and received 501 additional shares as stock dividends tied to partial RSU vesting, increasing his directly held Common Stock stake.

How many Heritage Commerce (HTBK) shares did the CEO acquire through RSU exercise?

The CEO exercised Restricted Stock Units into 9,897 shares of Heritage Commerce Common Stock. These RSUs converted on a one-for-one basis into shares at an exercise price of $0.00, reflecting compensation-related equity rather than an open-market stock purchase.

Why did the HTBK CEO receive 501 additional Common Stock shares?

He received 501 shares of Heritage Commerce Common Stock as stock dividends. These dividends were payable to him upon the partial vesting of an existing RSU grant, effectively increasing his equity position as part of the company’s stock-based compensation structure.

What is the CEO’s direct Heritage Commerce (HTBK) Common Stock holding after these transactions?

After the reported transactions, the CEO directly holds 296,959 shares of Heritage Commerce Common Stock. This total reflects the RSU conversion into 9,897 shares and the 501-share stock dividend, and represents his direct ownership position reported in the filing.

Does the HTBK CEO still hold unvested RSUs or performance-based awards?

Yes. He continues to hold several RSU and performance-based RSU awards tied to Heritage Commerce Common Stock. These derivative awards have expiration dates ranging from 2026 through 2029, indicating meaningful remaining stock-based incentive potential beyond the shares just acquired.

Did the Heritage Commerce (HTBK) CEO sell any shares in this Form 4?

No sales are reported in this Form 4. The transactions consist of an RSU exercise converting into 9,897 Common shares and a 501-share stock dividend on partial RSU vesting. The filing shows only acquisitions and updated holdings, with no dispositions.