Heritage Commerce (NASDAQ: HTBK) director granted 4,022 shares and corrects prior share count

Rhea-AI Filing Summary

Sutton Marina Park reported acquisition or exercise transactions in this Form 4 filing.

Heritage Commerce Corp director Sutton Marina Park received a grant of 4,022 shares of common stock at a price of $0.00 per share on March 5, 2026. After this award, Sutton Marina Park directly holds 123,994 common shares. The restricted stock award will vest on the first anniversary of the grant date, subject to continuous employment with the company. The filing also notes that 617 shares had been previously over-reported in earlier Form 4 filings, and the reported beneficial ownership has been corrected.

Insights

Corporate governance analyst

Director received time-vested stock grant and corrected prior over-reported holdings.

Heritage Commerce Corp granted director Sutton Marina Park 4,022 shares of restricted common stock at $0.00 per share, increasing direct holdings to 123,994 shares. The award vests on the first anniversary of the March 5, 2026 grant, contingent on continued employment.

The filing also corrects a prior inadvertent 617-share over-reporting in earlier Forms 4, aligning disclosed beneficial ownership with actual holdings. No open-market buying or selling is reported, and the remaining option positions are shown as unchanged holdings.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Sutton Marina Park

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, No Par Value	4,022	$0.00	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--

Holdings After Transaction: Common Stock, No Par Value — 123,994 shares (Direct); Employee Stock Option (right to buy) — 2,470 shares (Direct)

Footnotes (1)

1. Restricted stock award vests at the first anniversary of the grant date, subject to continuous employment with the company. These shares were over-reported by 617 shares due to an inadvertent administrative error in the reporting person's Form 4 filed on October 15, 2019 and also were over-reported in subsequent Forms 4 filed by the reporting person. The reporting person's beneficial ownership has been corrected in this Form 4.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Sutton Marina Park

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		4,022(1)	A	$0	123,994(2)	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
Employee Stock Option (right to buy)	$5.5							10/11/2019	05/17/2026	Heritage Commerce Corp - Common Stock	2,470		2,470	D
Employee Stock Option (right to buy)	$7.12							10/11/2019	05/16/2027	Heritage Commerce Corp - Common Stock	2,470		2,470	D
Employee Stock Option (right to buy)	$10.77							10/11/2019	05/08/2028	Heritage Commerce Corp - Common Stock	2,470		2,470	D
Employee Stock Option (right to buy)	$10.31							10/11/2019	05/08/2029	Heritage Commerce Corp - Common Stock	2,470		2,470	D

Explanation of Responses:

1. Restricted stock award vests at the first anniversary of the grant date, subject to continuous employment with the company.

2. These shares were over-reported by 617 shares due to an inadvertent administrative error in the reporting person's Form 4 filed on October 15, 2019 and also were over-reported in subsequent Forms 4 filed by the reporting person. The reporting person's beneficial ownership has been corrected in this Form 4.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Marina Park Sutton	03/09/2026
	** 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.
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 Sutton Marina Park report in this Form 4 for HERITAGE COMMERCE CORP (HTBK)?

Sutton Marina Park reported receiving a grant of 4,022 shares of Heritage Commerce Corp common stock at $0.00 per share. After this grant, the director directly owns 123,994 common shares, as disclosed in the Form 4 insider transaction report.

Was the Form 4 transaction for HTBK a purchase or a grant of shares?

The Form 4 shows a grant or award acquisition of 4,022 shares, not an open-market purchase. The transaction code is reported as a grant-type acquisition at $0.00 per share, reflecting equity compensation to the director rather than a cash stock purchase.

How many HERITAGE COMMERCE CORP shares does Sutton Marina Park own after this Form 4?

After the reported grant, Sutton Marina Park directly owns 123,994 shares of Heritage Commerce Corp common stock. This total includes the newly awarded 4,022 restricted shares and reflects a corrected beneficial ownership figure disclosed in the filing.

What are the vesting terms of Sutton Marina Park’s restricted stock award from HTBK?

The restricted stock award of 4,022 shares vests on the first anniversary of the grant date. Vesting is conditioned on Sutton Marina Park’s continuous employment with the company through that one-year period, as specified in the Form 4 footnote disclosure.

Did the Form 4 for HTBK correct any prior reporting errors for Sutton Marina Park?

Yes. The Form 4 states that 617 shares had been over-reported in an October 15, 2019 Form 4 and subsequent filings. The current report corrects Sutton Marina Park’s beneficial ownership to remove this inadvertent administrative overstatement of shares.

Are there any changes to Sutton Marina Park’s stock options in this HTBK Form 4?

The filing lists employee stock options as holdings with 2,470 underlying shares after the reported date. These entries are presented as holdings rather than new transactions, indicating no reported option exercises or new option grants in this specific Form 4.