[Form 4] Heritage Commerce Corp Insider Trading Activity

Rhea-AI Filing Summary

Susan Just (reported as Just Susan Svensson), EVP and Chief Credit Officer of Heritage Commerce Corp (HTBK), reported a sale of 960 shares of common stock on 09/08/2025 at a price of $10.23 per share to cover withholding taxes associated with the vesting of an award, leaving her with 9,814 shares beneficially owned after the transaction. The Form 4 also discloses existing equity awards: restricted stock units vesting 03/08/2025 (8,306 shares) and 03/10/2026 (8,432 shares), performance-based restricted stock units credited for 03/08/2027 (12,458 shares) and 03/10/2028 (8,431 shares). The filing was signed by an attorney-in-fact on behalf of Ms. Just on 09/10/2025. The sale is explained as tax-withholding related to vesting.

Positive

• Substantial retained equity exposure through restricted and performance-based awards totaling tens of thousands of underlying shares
• Transparent disclosure stating the sale was to cover withholding taxes associated with vesting

Negative

• Small disposal of 960 shares reduces direct holdings to 9,814 shares (sale executed at $10.23)
• No additional context on performance metrics for the performance-based restricted stock units is provided in this filing

Insights

Corporate Governance Expert

TL;DR Routine tax-withholding sale by an executive; no change in governance or control.

The disposal of 960 shares appears to be a non-discretionary transaction to cover taxes from vested awards, as explicitly stated in the filing. The reporting person remains an executive officer with substantial equity exposure through multiple restricted and performance-based awards totaling tens of thousands of underlying shares, indicating ongoing alignment with shareholder interests. There is no indication of change in role, control, or any atypical trading pattern within this single Form 4.

Securities Analyst

TL;DR Small, routine insider sale; equity compensation remains a significant portion of holdings.

The reported sale of 960 shares at $10.23 reduces direct holdings to 9,814 shares but does not materially alter aggregate exposure when considering vested and unvested RSUs and performance awards (8,306; 12,458; 8,432; 8,431). The stated reason—covering withholding taxes—matches common practice for vested awards. From a market-impact perspective, the transaction size is modest relative to total disclosed holdings and provides limited new information about executive views on valuation.

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^*

Just Susan Svensson

(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/Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		I		960(1)	D	$10.23	9,814	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							03/08/2025	03/08/2027	Common Stock, No Par Value	8,306		8,306	D
Performance-Based Restricted Stock Unit	$0							03/08/2027	03/08/2027	Common Stock, No Par Value	12,458		12,458	D
Restricted Stock Unit	$0							03/10/2026	03/10/2028	Common Stock, No Par Value	8,432		8,432	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	8,431		8,431	D

Explanation of Responses:

1. Represents shares sold to cover withholding taxes associated with the vesting of an award.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Susan Just	09/10/2025
	** 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

What transaction did Susan Just report for HTBK?

She reported a sale of 960 shares of HTBK common stock on 09/08/2025 at $10.23 per share to cover withholding taxes.

How many HTBK shares does the reporting person beneficially own after the sale?

The filing shows 9,814 shares beneficially owned following the reported transaction.

What equity awards does the Form 4 disclose for the HTBK reporting person?

The Form 4 discloses restricted stock units and performance-based restricted stock units underlying 8,306, 12,458, 8,432, and 8,431 shares with various exercise/vesting dates between 03/08/2025 and 03/10/2028.

Why were the shares sold according to the Form 4?

The filing states the sale represents shares sold to cover withholding taxes associated with the vesting of an award.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Janisha Sabnani as Attorney-in-Fact for Susan Just on 09/10/2025.