Heritage Commerce (HTBK) insider sale: Cabral disposes 5,889 shares

Rhea-AI Filing Summary

Bruce H. Cabral, a director of Heritage Commerce Corp (HTBK), reported a sale of 5,889 shares of the issuer’s common stock on 09/09/2025 at a weighted average price of $10.2201. After the sale, Mr. Cabral is shown as beneficially owning 30,308 shares directly and 92,995 shares indirectly through a trust. The filing also discloses three outstanding employee stock options, each covering 2,470 shares with exercise prices of $7.12, $10.31, and $10.77, and varying expiration dates in 2027–2029. The footnote states the sale occurred in multiple transactions at prices ranging $10.2050–$10.2450.

Positive

• Timely disclosure of insider transaction with full price-range footnote enhances transparency
• Significant continuing ownership: 30,308 shares directly and 92,995 indirectly, indicating ongoing alignment with shareholders
• Outstanding equity incentives remain: three options of 2,470 shares each, showing retained upside potential

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine director sale disclosed; holdings remain substantial and several options remain outstanding.

This Form 4 reports a director-initiated sale rather than an abrupt large disposition or transfer. The reported sale of 5,889 shares reduced the reporting person’s direct holdings to 30,308 shares while leaving 92,995 shares held indirectly, indicating continued economic exposure to HTBK. The weighted average sale price and disclosed price range provide transparency on execution. From a trading-impact perspective, the size of the sale relative to total beneficial ownership appears modest and is consistent with normal liquidity management rather than a material shift in ownership.

Corporate Governance Expert

TL;DR: Timely and complete Section 16 disclosure; no governance red flags in the filing itself.

The Form 4 is properly executed (signed by an attorney-in-fact) and includes an explanatory footnote about the weighted average price and multiple transaction prices, which supports disclosure quality. The combination of direct and indirect holdings plus outstanding options suggests alignment with shareholder interests. There is no indication in this filing of unusual related-party transfers, plan-driven disposals, or departures that would raise immediate governance concerns.

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^*

CABRAL BRUCE H

(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)
09/09/2025

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	09/09/2025		S		5,889	D	$10.2201(1)	30,308	D
Common Stock, No Par Value								92,995	I	Indirect by Trust

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)	$7.12							10/11/2019	05/16/2027	Heritage Commerce Corp - Common Stock	2,470		2,470	D
Employee Stock Option (right to buy)	$10.31							10/11/2019	05/08/2029	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.2050 to $10.2450, inclusive. The reporting person undertakes to provide to Heritage Commerce Corp, any security holder of Heritage Commerce Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Bruce H Cabral	09/11/2025
	** 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 Bruce H. Cabral report in the HTBK Form 4?

The filing reports a sale of 5,889 shares of Heritage Commerce Corp common stock on 09/09/2025.

At what price were the shares sold in the HTBK Form 4?

The sale was at a weighted average price of $10.2201, with individual trades in the range $10.2050–$10.2450.

How many HTBK shares does Bruce H. Cabral beneficially own after the reported transaction?

After the sale he beneficially owns 30,308 shares directly and 92,995 shares indirectly through a trust.

Does the Form 4 disclose any outstanding option grants for the reporting person?

Yes. The filing shows three employee stock options, each for 2,470 shares with exercise prices of $7.12, $10.31, and $10.77 and expirations between 2027 and 2029.

Who signed the Form 4 for Bruce H. Cabral?

The Form 4 was signed by Janisha Sabnani as Attorney-in-Fact for Bruce H. Cabral on 09/11/2025.