SA THOMAS A - 10 Mar 2025 Form 4 Insider Report for HERITAGE COMMERCE CORP (HTBK)

Role: Executive Vice President / COO
Signature: /s/Janisha Sabnani as Attorney-in-Fact for Thomas A. Sa
Issuer symbol: HTBK
Transactions as of: 10 Mar 2025
Net transactions value: $0
Form type: 4
Filing time: 03 Jun 2025, 20:21:39 UTC
Previous filing: 20 Nov 2024
Next filing: 05 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
SA THOMAS A	Executive Vice President / COO	224 AIRPORT PARKWAY, SAN JOSE	/s/Janisha Sabnani as Attorney-in-Fact for Thomas A. Sa	03 Jun 2025	0001033605

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	Award	$0	+13,036		$0.000000	13,036	10 Mar 2025	Common Stock, No Par Value	13,036	$0.000000	Direct	F1, F2
transaction	HTBK	Performance-Based Restricted Stock Unit	Award	$0	+13,036		$0.000000	13,036	10 Mar 2025	Common Stock, No Par Value	13,036	$0.000000	Direct	F3, F4
holding	HTBK	Restricted Stock Unit						37,664	10 Mar 2025	Common Stock, No Par Value	37,664	$0.000000	Direct

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a right to receive one share of Issuer common stock.
F2	The restricted stock units vest in three equal installments commencing March 10, 2026, the first anniversary of the holder's grant date.
F3	Each performance-based restricted stock unit, or PRSU, represents a right to receive one share of Issuer common stock.
F4	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.