[Form 4] HERITAGE COMMERCE CORP Insider Trading Activity

Rhea-AI Filing Summary

Heritage Commerce Corp executive Thomas A. Sa, Executive Vice President and COO, reported equity transactions in HTBK stock. On November 18, 2025, he acquired 503 shares of common stock at $0 as a stock dividend paid upon the partial vesting of a restricted stock unit (RSU) grant, bringing his directly held common stock to 20,503 shares.

On the same date, 12,554 RSUs converted into an equal number of HTBK common shares at an exercise price of $0, increasing his direct common stock holdings to 33,057 shares. Following this, he beneficially owned 25,110 RSUs that are scheduled to vest between November 18, 2025 and November 18, 2027, plus separate performance-based and time-based RSU awards for 13,036 shares each, both with expiration dates of March 10, 2028. The RSUs vest annually in three equal installments starting November 18, 2025.

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

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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^*

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.

FAQ

What insider transaction did HTBK executive Thomas A. Sa report on this Form 4?

Thomas A. Sa, Executive Vice President and COO of Heritage Commerce Corp (HTBK), reported acquiring 503 shares of common stock on November 18, 2025 as a stock dividend tied to the partial vesting of a restricted stock unit grant.

How many HTBK common shares does the reporting person hold after the November 18, 2025 transactions?

After the reported Form 4 transactions on November 18, 2025, Thomas A. Sa directly held 33,057 shares of Heritage Commerce Corp common stock.

What happened to the 12,554 restricted stock units reported for HTBK?

On November 18, 2025, 12,554 restricted stock units (RSUs) converted into the same number of Heritage Commerce Corp common shares at an exercise price of $0, as shown by the transaction code "M" in Table II.

How do the RSUs for HTBK vest for the reporting person?

The RSUs referenced in the explanation vest annually in three equal installments, commencing on November 18, 2025, with additional tranches vesting on November 18, 2026 and November 18, 2027.

What derivative HTBK equity awards does the reporting person still hold after these transactions?

Following the transactions, the reporting person held 25,110 restricted stock units with an exercisable date of November 18, 2025 and expiration on November 18, 2027, plus a performance-based RSU award and a separate restricted stock unit award, each covering 13,036 shares and expiring on March 10, 2028.

What is the role of the insider who filed this HTBK Form 4?

The reporting person is an officer of Heritage Commerce Corp, serving as Executive Vice President / COO, as indicated in the relationship section of the form.