Heritage Commerce (NASDAQ: HTBK) EVP updates holdings after RSU vesting

Rhea-AI Filing Summary

Heritage Commerce Corp executive Janisha Sabnani reported several equity award-related transactions on February 27, 2026. She exercised 4,761 Restricted Stock Units, which converted into the same number of shares of common stock at $0.00 per share, reflecting a standard RSU conversion.

She also acquired 238 common shares as stock dividends tied to the partial vesting of her RSU grant, and disposed of 2,058 common shares at $12.43 per share to cover tax withholding obligations. After these transactions, she directly held 2,941 common shares, plus separate holdings of RSUs and performance-based RSUs that vest annually in three equal installments beginning on February 27, 2026.

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^*

Sabnani Janisha

(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/General Counsel/Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M		4,761	A	$0(1)	4,761	D
Common Stock, No Par Value	02/27/2026		A		238(2)	A	$0	4,999	D
Common Stock, No Par Value	02/27/2026		F		2,058(3)	D	$12.43	2,941	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)	02/27/2026		M			4,761	02/27/2026(4)	02/27/2028	Common Stock, No Par Value	4,761	$0	9,524	D
Restricted Stock Unit	$0							03/10/2026	03/10/2028	Common Stock, No Par Value	8,757		8,757	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	8,757		8,757	D

Explanation of Responses:

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

2. The reporting person acquired 238 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.

3. Represents RSUs withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock, exempt under Rule 16b-3.

4. The RSUs vest annually in three equal installments commencing on February 27, 2026, the first anniversary of the holder's grant date. The second tranche will vest on February 27, 2027. The remaining RSUs will vest on February 27, 2028.

Remarks:

	/s/Sabnani, Janisha	03/03/2026
	** 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.
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FAQ

What did HTBK executive Janisha Sabnani report in this Form 4 filing?

Janisha Sabnani reported equity award-related transactions involving Restricted Stock Units and common stock. She exercised RSUs into common shares, received additional shares via stock dividends, and had shares withheld to cover tax obligations associated with RSU vesting.

How many Heritage Commerce (HTBK) RSUs did Janisha Sabnani convert?

She converted 4,761 Restricted Stock Units into 4,761 shares of Heritage Commerce common stock. According to the footnotes, RSUs convert into common stock on a one-for-one basis, meaning each RSU became a single share with no cash purchase price.

Why did Janisha Sabnani dispose of Heritage Commerce (HTBK) shares?

She disposed of 2,058 common shares at $12.43 per share to satisfy tax withholding obligations related to the vesting of Restricted Stock. The filing notes this was a tax-withholding disposition, not an open-market sale for investment purposes.

How many Heritage Commerce (HTBK) common shares does Janisha Sabnani hold after these transactions?

Following the reported activity, she directly holds 2,941 shares of Heritage Commerce common stock. This figure reflects RSU conversions, stock dividend-related share receipts, and shares withheld for taxes, as shown in the post-transaction ownership column for common stock.

What additional RSU awards does HTBK’s Janisha Sabnani hold after the Form 4 transactions?

She continues to hold awards labeled as Restricted Stock Units and Performance-Based Restricted Stock Units, each showing 8,757 units following the transactions. These derivative awards vest over time and can convert into common stock under the company’s equity plan terms.

When will Janisha Sabnani’s new Heritage Commerce RSU grant vest?

The RSUs are scheduled to vest in three equal annual installments starting on February 27, 2026. The second tranche vests on February 27, 2027, and the remaining RSUs vest on February 27, 2028, subject to the grant’s standard conditions.