Christopher Edmonds-Waters - 10 Mar 2025 Form 4 Insider Report for HERITAGE COMMERCE CORP (HTBK)

Role: EVP/People & Culture Officer
Signature: /s/Janisha Sabnani as Attorney-in-Fact for Christopher Edmond-Waters
Issuer symbol: HTBK
Transactions as of: 10 Mar 2025
Net transactions value: -$34,964
Form type: 4
Filing time: 03 Jun 2025, 20:16:35 UTC
Previous filing: 04 Jun 2024
Next filing: 09 Mar 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Edmonds-Waters Christopher	EVP/People & Culture Officer	224 AIRPORT PARKWAY, SAN JOSE	/s/Janisha Sabnani as Attorney-in-Fact for Christopher Edmond-Waters	03 Jun 2025	0001421898

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HTBK	Common Stock, No Par Value	Options Exercise	$0	+10,000		$0.000000	10,000	31 May 2025	Direct
transaction	HTBK	Common Stock, No Par Value	Award	$0	+529	+5.3%	$0.000000	10,529	31 May 2025	Direct	F1
transaction	HTBK	Common Stock, No Par Value	Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities	$31,990	-3,500	-33%	$9.14	7,029	02 Jun 2025	Direct	F2
transaction	HTBK	Common Stock, No Par Value	Discretionary transaction in accordance with Rule 16b-3(f) resulting in acquisition or disposition of issuer securities	$2,974	-325	-4.6%	$9.15	6,704	02 Jun 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HTBK	Restricted Stock Unit	Options Exercise	$0	-10,000	-33%	$0.000000	20,000	31 May 2025	Common Stock, No Par Value	10,000	$0.000000	Direct	F3
transaction	HTBK	Restricted Stock Unit	Award	$0	+8,388		$0.000000	8,388	10 Mar 2025	Common Stock, No Par Value	8,388	$0.000000	Direct	F4, F5
transaction	HTBK	Performance-Based Restricted Stock Unit	Award	$0	+8,388		$0.000000	8,388	10 Mar 2025	Common Stock, No Par Value	8,388	$0.000000	Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person acquired 529 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.
F2	Represents shares sold to cover withholding taxes associated with the vesting of an award.
F3	The RSU's vest annually in three equal installments on May 31st, 2025, the first anniversary of the holders' grant date. The remaining Restricted Stock Units will vest in two equal installments commencing on 5/31/2026
F4	Each restricted stock unit represents a right to receive one share of Issuer common stock.
F5	The restricted stock units vest in three equal installments commencing March 10, 2026, the first anniversary of the holder's grant date.
F6	Each performance-based restricted stock unit, or PRSU, represents a right to receive one share of Issuer common stock.
F7	The PRSUs will vest depending upon the Issuer's Return on Average Tangible Common Equity ("ROATCE") over a three-year period ("Performance Period"), relative to companies in a peer group selected by the Issuer as of the grant date ("Peer Group"). If the Issuer's ROATCE is at the 35th percentile of the Peer Group at the end of the Performance Period then 50% of the PRSUs will vest. If the Issuer's ROATCE is at the 50th percentile at the end of the Performance Period then 100% of the PRSUs will vest. If the Issuer's ROATCE is at the 75th percentile at the end of the Performance Period then 150% of the PRSUs will vest. Vesting between performance levels will be determined by straight-line interpolation. None of the PRSUs will vest if the Issuer's ROATCE does not exceed the 35th threshold of the Peer Group.