Jones Robertson Clay JR 4

4 · HERITAGE COMMERCE CORP · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 10, 2026

Heritage Commerce (HTBK) CEO Jones Robertson Exercises Options

What Happened

Jones Robertson Clay Jr., President & CEO and a director of Heritage Commerce Corp. (HTBK), exercised stock options on 2026-03-05 converting a total of 49,399 option shares into common stock at an exercise price of $10.74 (aggregate exercise cost ~ $530,546). To cover the exercise price and tax withholding, 43,484 shares were surrendered (treated as disposals) — valued at $12.43 per share for a total of $540,506. The net result of the transaction was retention of roughly 5,915 newly issued shares.
In the same filing he was granted 49,543 restricted stock units (RSUs) (each RSU = one share), which vest in three equal annual installments beginning 03/05/2027.

Key Details

Transaction date: 2026-03-05; Form 4 filed 2026-03-09 (timely — filed within required business days).
Option exercise: 16,390 shares @ $10.74 = $176,029 and 33,009 shares @ $10.74 = $354,517 (total ~49,399 shares; total exercise cost ~$530,546).
Shares surrendered (to cover exercise price and taxes): 14,962 shares (tax withholding) and 28,522 shares (exercise price) at $12.43 each (total surrendered 43,484 shares; total value reported $540,506).
RSU grant: 49,543 RSUs; each RSU equals one share (see vesting below).
Shares owned after transaction: not provided in the excerpt of the filing.
Footnotes: F1—14,962 shares surrendered for taxes; F2—28,522 shares surrendered for exercise price; F3—each RSU = one share; F4—RSUs vest in three equal tranches on 03/05/2027, 03/05/2028 and 03/05/2029.
Transaction codes: M = option exercise/conversion; F = payment of exercise price or tax liability via share surrender.

Context

This was effectively a cashless (net) exercise: options were converted to shares and the company withheld/surrendered a large portion of those shares to cover the exercise price and tax withholding, leaving a modest number of newly issued shares retained by the insider.
The RSU grant does not vest immediately and will convert to shares over three years (starting 03/05/2027), so it is a future equity award rather than immediate ownership.
The filing appears timely; no late-filing indication is noted. This combination of option exercise plus RSU grant is common for executive compensation and should be viewed as a routine equity award/exercise rather than a clear buy or sell signal.

Form 4

Period: 2026-03-05

DirectorPresident and CEO

Transactions

Exercise/Conversion
Common Stock, No Par Value
2026-03-05$10.74/sh+16,390$176,029→ 282,397 total
Exercise/Conversion
Common Stock, No Par Value
2026-03-05$10.74/sh+33,009$354,517→ 315,406 total
Tax Payment
Common Stock, No Par Value
[F1]
2026-03-05$12.43/sh−14,962$185,978→ 300,444 total
Tax Payment
Common Stock, No Par Value
[F2]
2026-03-05$12.43/sh−28,522$354,528→ 271,922 total
Exercise/Conversion
Employee Stock Option (right to buy)
2026-03-05−33,009→ 0 total
Exercise: $10.74From: 2019-10-11Exp: 2028-07-01→ Heritage Commerce Corp - Common Stock (33,009 underlying)
Exercise/Conversion
Employee Stock Option (right to buy)
2026-03-05−16,390→ 0 total
Exercise: $10.74From: 2019-10-11Exp: 2028-07-01→ Heritage Commerce Corp - Common Stock (16,390 underlying)
Award
Restricted Stock Unit
[F3][F4]
2026-03-05+49,543→ 49,543 total
Exercise: $0.00From: 2027-03-05Exp: 2029-03-05→ Common Stock, No Par Value (49,543 underlying)

Holdings

Restricted Stock Unit
Exercise: $0.00From: 2024-05-02Exp: 2026-05-02→ Common Stock, No Par Value (10,492 underlying)
10,492
Restricted Stock Unit
Exercise: $0.00From: 2025-03-08Exp: 2027-03-08→ Common Stock, No Par Value (26,424 underlying)
26,424
Performance-Based Restricted Stock Unit
Exercise: $0.00From: 2027-03-08Exp: 2027-03-08→ Common Stock, No Par Value (39,635 underlying)
39,635
Performance-Based Restricted Stock Unit
Exercise: $0.00From: 2026-05-02Exp: 2026-05-02→ Common Stock, No Par Value (31,477 underlying)
31,477
Restricted Stock Unit
Exercise: $0.00From: 2026-03-10Exp: 2028-03-10→ Common Stock, No Par Value (29,691 underlying)
29,691
Performance-Based Restricted Stock Unit
Exercise: $0.00From: 2028-03-10Exp: 2028-03-10→ Common Stock, No Par Value (29,690 underlying)
29,690

Footnotes (4)

[F1]Net exercise of nonqualified stock options, 14,962 shares have been surrendered in satisfaction of the option exercise price and related taxes withholding.
[F2]Net exercise of incentive stock options. 28,522 shares have been surrendered in satisfaction of the option exercise price.
[F3]Each restricted stock unit represents a right to receive one share of Issuer common stock.
[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.

Signature

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

1 file