SA THOMAS A 4

4 · HERITAGE COMMERCE CORP · Filed Jun 3, 2025

Form 4

Period: 2025-03-10

EVP/Chief Operating Officer

Transactions

Award
Restricted Stock Unit
2025-03-10+13,036→ 13,036 total
Exercise: $0.00From: 2026-03-10Exp: 2028-03-10→ Common Stock, No Par Value (13,036 underlying)
Award
Performance-Based Restricted Stock Unit
2025-03-10+13,036→ 13,036 total
Exercise: $0.00From: 2028-03-10Exp: 2028-03-10→ Common Stock, No Par Value (13,036 underlying)

Holdings

Restricted Stock Unit
Exercise: $0.00From: 2025-11-18Exp: 2027-11-18→ Common Stock, No Par Value (37,664 underlying)
37,664

Footnotes (4)

[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.

Documents

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