Heritage Commerce CEO exercises options, gets RSUs

HERITAGE COMMERCE CORP President and CEO Jones Robertson Clay Jr reported multiple equity compensation moves on 03/05/2026.

Rhea-AI Filing Summary

HERITAGE COMMERCE CORP President and CEO Jones Robertson Clay Jr reported multiple equity compensation moves on 03/05/2026. He exercised employee stock options for 33,009 and 16,390 shares of common stock at a price of 10.7400 per share.

He also received a grant of 49,543 restricted stock units, each representing one share of common stock, which will vest in three equal annual installments starting on 03/05/2027 and continuing on 03/05/2028 and 03/05/2029. To cover option exercise costs and related tax withholding, 14,962 and 28,522 shares of common stock were surrendered at 12.4300 per share in tax-withholding dispositions.

Insider Trade Summary

49,399 shares exercised/converted

Exercise 13 txns

Insider Jones Robertson Clay JR

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	33,009	$0.00	$0.00
Exercise	Employee Stock Option (right to buy)	16,390	$0.00	$0.00
Grant/Award	Restricted Stock Unit	49,543	$0.00	$0.00
Exercise	Common Stock, No Par Value	16,390	$10.74	$176K
Exercise	Common Stock, No Par Value	33,009	$10.74	$355K
Exercise Price or Tax Liability	Common Stock, No Par Value	14,962	$12.43	$186K
Exercise Price or Tax Liability	Common Stock, No Par Value	28,522	$12.43	$355K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Performance-Based Restricted Stock Unit	--	--	--
holding	Performance-Based Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Performance-Based Restricted Stock Unit	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Restricted Stock Unit — 116,150 contracts for 66,607 underlying shares (Direct); Common Stock, No Par Value — 271,922 shares (Direct); Performance-Based Restricted Stock Unit — 100,802 contracts (Direct)

Footnotes (4)

1. F1. Net exercise of nonqualified stock options, 14,962 shares have been surrendered in satisfaction of the option exercise price and related taxes withholding.
2. F2. Net exercise of incentive stock options. 28,522 shares have been surrendered in satisfaction of the option exercise price.
3. F3. Each restricted stock unit represents a right to receive one share of Issuer common stock.
4. F4. The restricted stock units vest annually in three equal installments commencing on 03/05/2027, the first anniversary of the holder's grant date. The second tranche will vest on 03/05/2028. The remaining RSUs will vest on 3/5/2029.

FAQ

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

What insider transactions did HTBK's CEO report on March 5, 2026?

On 03/05/2026, HTBK President and CEO Jones Robertson Clay Jr exercised stock options for 33,009 and 16,390 common shares. He also reported related share surrenders for tax and exercise costs and received a new restricted stock unit award.

How many restricted stock units did the HTBK CEO receive in this Form 4?

The CEO received a grant of 49,543 restricted stock units on 03/05/2026. Each unit represents the right to receive one share of Heritage Commerce common stock, subject to the vesting schedule disclosed in the filing.

What is the vesting schedule for the new HTBK restricted stock units?

The 49,543 restricted stock units vest in three equal annual installments. Vesting starts on 03/05/2027, the first anniversary of the grant date, with additional tranches vesting on 03/05/2028 and 03/05/2029, provided standard conditions are met.

At what prices were the HTBK CEO’s stock option exercises and share surrenders recorded?

The non-derivative common stock from option exercises is shown at 10.7400 per share. Shares surrendered to cover the option exercise price and related tax withholding are reported at 12.4300 per share in the Form 4 data.

Were the HTBK CEO’s share disposals open-market sales?

No. The disposals are coded as “F,” meaning shares were surrendered to pay the option exercise price and related tax liabilities. These tax-withholding dispositions differ from discretionary open-market stock sales by the insider.

How many HERITAGE COMMERCE common shares did the CEO hold after these transactions?

After the reported common stock transactions on 03/05/2026, one entry shows Jones Robertson Clay Jr holding 271,922 shares of HERITAGE COMMERCE CORP common stock directly, according to the Form 4 ownership table.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 03/09/2026 - 08:15 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
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^*

Jones Robertson Clay JR

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		M		16,390	A	$10.74	282,397	D
Common Stock, No Par Value	03/05/2026		M		33,009	A	$10.74	315,406	D
Common Stock, No Par Value	03/05/2026		F		14,962(1)	D	$12.43	300,444	D
Common Stock, No Par Value	03/05/2026		F		28,522(2)	D	$12.43	271,922	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
Employee Stock Option (right to buy)	$10.74	03/05/2026		M			33,009	10/11/2019	07/01/2028	Heritage Commerce Corp - Common Stock	33,009	$0	0	D
Employee Stock Option (right to buy)	$10.74	03/05/2026		M			16,390	10/11/2019	07/01/2028	Heritage Commerce Corp - Common Stock	16,390	$0	0	D
Restricted Stock Unit	$0(3)	03/05/2026		A		49,543		03/05/2027(4)	03/05/2029	Common Stock, No Par Value	49,543	$0	49,543	D
Restricted Stock Unit	$0							05/02/2024	05/02/2026	Common Stock, No Par Value	10,492		10,492	D
Restricted Stock Unit	$0							03/08/2025	03/08/2027	Common Stock, No Par Value	26,424		26,424	D
Performance-Based Restricted Stock Unit	$0							03/08/2027	03/08/2027	Common Stock, No Par Value	39,635		39,635	D
Performance-Based Restricted Stock Unit	$0							05/02/2026	05/02/2026	Common Stock, No Par Value	31,477		31,477	D
Restricted Stock Unit	$0							03/10/2026	03/10/2028	Common Stock, No Par Value	29,691		29,691	D
Performance-Based Restricted Stock Unit	$0							03/10/2028	03/10/2028	Common Stock, No Par Value	29,690		29,690	D

Explanation of Responses:

1. Net exercise of nonqualified stock options, 14,962 shares have been surrendered in satisfaction of the option exercise price and related taxes withholding.

2. Net exercise of incentive stock options. 28,522 shares have been surrendered in satisfaction of the option exercise price.

3. Each restricted stock unit represents a right to receive one share of Issuer common stock.

4. The restricted stock units vest annually in three equal installments commencing on 03/05/2027, the first anniversary of the holder's grant date. The second tranche will vest on 03/05/2028. The remaining RSUs will vest on 3/5/2029.

Remarks:

	/s/Janisha Sabnani as Attorney-in-Fact for Robertson Clay Jones Jr.	03/09/2026
	** 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.