Jones Robertson Clay JR 4

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.