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Heritage Commerce EVP exercises 12,554 RSUs, gains shares

Heritage Commerce Corp Executive Vice President and COO Thomas A. Sa exercised 12,554 Restricted Stock Units into the same number of common shares and received 503 additional shares as stock dividends tied to RSU vesting.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Heritage Commerce Corp Executive Vice President and COO Thomas A. Sa exercised 12,554 Restricted Stock Units into the same number of common shares and received 503 additional shares as stock dividends tied to RSU vesting. Following these transactions, he holds 33,057 common shares and 38,146 Restricted Stock Units directly.

Positive

  • None.

Negative

  • None.
Insider SA THOMAS A
Role Executive Vice President / COO
Type Security Shares Price Value
Exercise Restricted Stock Unit 12,554 $0.00 $0.00
Grant/Award Common Stock, No Par Value 503 $0.00 $0.00
Exercise Common Stock, No Par Value 12,554 $0.00 $0.00
holding Performance-Based Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
Holdings After Transaction: Restricted Stock Unit — 38,146 contracts for 13,036 underlying shares (Direct); Common Stock, No Par Value — 33,057 shares (Direct); Performance-Based Restricted Stock Unit — 13,036 contracts (Direct)
Footnotes (2)
  1. F1. The reporting person acquired 503 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 Restricted Stock Units, or RSU's grant.
  2. F2. The RSUs vest annually in three equal installments commencing on November 18, 2025, the first anniversary of the holders' grant date, the second tranche will vest on November 18, 2026.The remaining RSUs will vest on November 18, 2027.
RSUs exercised 12,554 units Restricted Stock Units converted to common stock on November 18, 2025
Stock dividend shares acquired 503 shares Common shares received as stock dividends upon partial vesting of RSUs
Common shares held 33,057 shares Direct common stock holdings after the reported transactions
Restricted Stock Units held 38,146 units Direct RSU holdings after the reported transactions
Performance-based RSU underlying shares 13,036 shares Underlying common shares for performance-based RSUs expiring March 10, 2028
RSU underlying shares 13,036 shares Underlying common shares for RSUs expiring March 10, 2028
Restricted Stock Unit financial
"The reporting person acquired 503 shares ... Restricted Stock Units grant."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Performance-Based Restricted Stock Unit financial
"Performance-Based Restricted Stock Unit referencing 13,036 underlying common shares."
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
stock dividends financial
"Acquired 503 shares of Common Stock as a result of the stock dividends payable."
partial vesting financial
"Stock dividends payable upon the partial vesting of the Restricted Stock Units."

FAQ

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

What insider transactions did HTBK's Thomas A. Sa report on November 18, 2025?

Thomas A. Sa exercised 12,554 Restricted Stock Units into common stock and received 503 additional shares as stock dividends related to RSU vesting. After these transactions, he directly holds 33,057 common shares and 38,146 RSUs in Heritage Commerce Corp.

How many Heritage Commerce Corp (HTBK) common shares does Thomas A. Sa hold after the Form 4?

Following the reported RSU exercise and stock dividend share acquisition, Thomas A. Sa directly holds 33,057 shares of Common Stock in Heritage Commerce Corp. He also retains 38,146 Restricted Stock Units, providing additional potential future common share delivery.

What Restricted Stock Unit activity did HTBK report for Thomas A. Sa?

Thomas A. Sa exercised 12,554 Restricted Stock Units, converting them into an equal number of Heritage Commerce Corp common shares at a $0.00 exercise price. He continues to hold 38,146 RSUs directly, including performance-based awards with future vesting dates.

How many performance-based Restricted Stock Units tied to HTBK common stock remain for Thomas A. Sa?

Thomas A. Sa has performance-based Restricted Stock Units referencing 13,036 underlying common shares, with an expiration date of March 10, 2028. These units are held directly and represent potential future delivery of Heritage Commerce Corp common stock subject to performance conditions.

What does the 503-share acquisition for HTBK's Thomas A. Sa represent?

The 503 common shares acquired by Thomas A. Sa were received as stock dividends payable upon partial vesting of his RSU grant. This transaction increased his direct common share holdings in Heritage Commerce Corp alongside the RSU exercise conversion.

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

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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
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*
SA THOMAS A

(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)
Executive Vice President / COO
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025
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 11/18/2025 A 503(1) A $0 20,503 D
Common Stock, No Par Value 11/18/2025 M 12,554 A $0 33,057 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 11/18/2025 M 12,554 11/18/2025(2) 11/18/2027 Common Stock, No Par Value 12,554 $0 25,110 D
Performance-Based Restricted Stock Unit $0 03/10/2028 03/10/2028 Common Stock, No Par Value 13,036 13,036 D
Restricted Stock Unit $0 03/10/2026 03/10/2028 Common Stock, No Par Value 13,036 13,036 D
Explanation of Responses:
1. The reporting person acquired 503 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 Restricted Stock Units, or RSU's grant.
2. The RSUs vest annually in three equal installments commencing on November 18, 2025, the first anniversary of the holders' grant date, the second tranche will vest on November 18, 2026.The remaining RSUs will vest on November 18, 2027.
Remarks:
/s/Janisha Sabnani as Attorney-in-Fact for Thomas A. Sa 11/20/2025
** 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.

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