Heritage Commerce EVP/CFO Receives 32k Share Award in Form 4

Rhea-AI Filing Summary

Heritage Commerce Corp (HTBK) – Form 4: EVP & CFO Seth Fonti reported the award of 32,188 shares of restricted common stock on 5 Aug 2025. The equity was granted at $0 cost under the company’s 2023 Equity Incentive Plan and will vest in three equal annual installments starting 5 Aug 2026, contingent on Fonti’s continued service. After the grant, his direct beneficial ownership equals 32,188 HTBK shares. No derivative securities were involved and there were no dispositions. The filing reflects routine executive compensation and has minimal dilution impact for shareholders.

Positive

• Executive-shareholder alignment: Time-vested stock increases CFO ownership, enhancing incentive alignment.

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Routine equity grant to CFO; aligns incentives, immaterial dilution, low market impact.

The grant rewards long-term service and ties the CFO’s wealth to share performance, a governance positive. Because vesting is time-based over three years, it also aids retention. However, the award size—32,188 shares—is modest relative to HTBK’s total shares outstanding, so dilution is negligible. No open-market purchase signal is present, meaning investors should not interpret it as a valuation call. Overall impact on valuation or liquidity is immaterial.

Portfolio Manager

TL;DR: Neutral for price action; informative for exec alignment.

Insider acquisitions typically draw attention, but compensatory grants at $0 do not imply the CFO’s view on intrinsic value. Still, added ownership may marginally improve executive-shareholder alignment. From a portfolio standpoint, I classify the filing as non-actionable.

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^*

Fonti Seth

(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/CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/05/2025		A		32,188(1)	A	$0	32,188	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

Explanation of Responses:

1. Represents a restricted stock award granted under the Heritage Commerce Corp 2023 Equity Incentive Plan. The award vests in equal annual installments over 3 years with the first installment vesting on August 5, 2026, subject to the reporting person's continued service with the issuer through each vesting date.

	/s/ Seth Fonti	08/06/2025
	** 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

How many HTBK shares did CFO Seth Fonti receive?

He was granted 32,188 restricted shares.

Was this an open-market purchase?

No. The shares were granted at $0 cost under an equity incentive plan.

When do the restricted shares vest?

They vest in three equal annual installments beginning 5 Aug 2026.

What is Seth Fonti’s total HTBK share ownership after the grant?

His direct beneficial ownership is 32,188 shares.

Does the filing indicate any share sale by the CFO?

No. The Form 4 reports only an acquisition; no dispositions were listed.