Heritage Commerce EVP exercises 2,919 RSUs

Heritage Commerce Corp executive vice president and general counsel Janisha Sabnani reported routine equity compensation activity involving restricted stock units and common stock.

Rhea-AI Filing Summary

Heritage Commerce Corp executive vice president and general counsel Janisha Sabnani reported routine equity compensation activity involving restricted stock units and common stock. On March 10, 2026, she exercised 2,919 RSUs, which converted into an equal number of shares of common stock at no cash exercise price.

In connection with this vesting, 1,090 shares of common stock were withheld at $12.14 per share to cover tax obligations, and she acquired an additional 146 shares as stock dividends tied to the partial RSU vesting. Following these transactions, she directly held 4,916 shares of common stock, along with unvested RSU and performance-based RSU awards covering 14,613, 8,757, and 9,524 underlying shares that vest over future dates.

Insider Trade Summary

2,919 shares exercised/converted

Exercise 7 txns

Insider Sabnani Janisha

Role EVP/General Counsel/Corp Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	2,919	$0.00	$0.00
Exercise	Common Stock, No Par Value	2,919	$0.00	$0.00
Grant/Award	Common Stock, No Par Value	146	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, No Par Value	1,090	$12.14	$13K
holding	Restricted Stock Unit	--	--	--
holding	Performance-Based Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 29,975 contracts for 24,137 underlying shares (Direct); Common Stock, No Par Value — 4,916 shares (Direct); Performance-Based Restricted Stock Unit — 8,757 contracts (Direct)

Footnotes (4)

1. F1. The reporting person acquired 146 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. F2. Represents RSUs withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock, exempt under Rule 16b-3.
3. F3. Restricted Stock Units (RSUs) convert into shares of the Company's Common Stock on a one-for-one basis.
4. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did HTBK executive Janisha Sabnani report on March 10, 2026?

Janisha Sabnani reported RSU vesting and related share movements. She exercised 2,919 restricted stock units into common shares, received 146 additional shares as stock dividends, and had 1,090 shares withheld at $12.14 per share to satisfy tax obligations tied to the vesting.

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

After the reported transactions, she directly holds 4,916 common shares. This reflects RSU vesting, stock dividend shares, and shares withheld for taxes. The filing also shows sizable unvested RSU and performance-based RSU awards that may convert into additional shares over future vesting dates.

Were any Heritage Commerce (HTBK) shares sold on the open market in this Form 4?

The Form 4 shows no open-market sale transactions. The only disposition was 1,090 shares withheld at $12.14 per share to satisfy tax withholding obligations related to RSU vesting, which is categorized as a tax-withholding disposition rather than a market sale.

What restricted stock unit awards does HTBK executive Janisha Sabnani still hold?

She retains several unvested RSU and performance-based RSU awards. Remaining awards cover 14,613 underlying common shares in one RSU grant, 8,757 underlying shares in a performance-based RSU grant, and 9,524 underlying shares in another RSU grant, all scheduled to vest on future dates.

How do Heritage Commerce (HTBK) RSUs convert into common stock for this executive?

The RSUs convert into common stock on a one-for-one basis. Footnote disclosure states each restricted stock unit represents one share of Heritage Commerce common stock, with vesting occurring in scheduled installments that then deliver the corresponding number of shares to the reporting person.

What is the vesting schedule for Janisha Sabnani’s new RSU grant at HTBK?

The RSU grant vests in three equal annual installments. Vesting begins on March 10, 2026, the first anniversary of the grant date, with additional tranches vesting on March 10, 2027, and March 10, 2028, delivering shares as each installment vests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/11/2026 - 08:23 PM Learn about SEC filing dates

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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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^*

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)
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		2,919	A	$0	5,860	D
Common Stock, No Par Value	03/10/2026		A		146(1)	A	$0	6,006	D
Common Stock, No Par Value	03/10/2026		F		1,090(2)	D	$12.14	4,916	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(3)	03/10/2026		M			2,919	03/10/2026(4)	03/10/2028	Common Stock, No Par Value	2,919	$0	5,838	D
Restricted Stock Unit	$0							03/05/2027	03/05/2029	Common Stock, No Par Value	14,613		14,613	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	8,757		8,757	D
Restricted Stock Unit	$0							02/27/2026	02/27/2028	Common Stock, No Par Value	9,524		9,524	D

Explanation of Responses:

1. The reporting person acquired 146 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. Represents RSUs withheld to satisfy tax withholding obligations in connection with the vesting of Restricted Stock, exempt under Rule 16b-3.

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

4. 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	03/11/2026
	** Signature of Reporting Person	Date
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