Sabnani Janisha 4

What Happened

• Janisha Sabnani, EVP / General Counsel / Corporate Secretary of Heritage Commerce (HTBK), had Restricted Stock Units (RSUs) vest on March 10, 2026. A total of 2,919 RSUs converted into common shares and an additional 146 shares were issued as a stock dividend related to the partial vesting.
• To satisfy tax withholding obligations, 1,090 of the vested shares were withheld/disposed at a per-share value of $12.14, totaling $13,233. No cash exercise price was paid (exercise price $0).

Key Details

• Transaction date: March 10, 2026; Form filed March 11, 2026.
• Acquired: 2,919 shares from RSU conversion + 146 dividend shares (total 3,065 shares issued).
• Disposed/withheld for taxes: 1,090 shares @ $12.14 = $13,233 (tax withholding, exempt under Rule 16b-3).
• Net shares retained from this vesting event: 1,975 shares (3,065 issued − 1,090 withheld).
• Derivative treatment: 2,919 RSUs were converted into common stock (derivative disposed/converted).
• Shares owned after the transaction: not specified in the filing.
• Filing timeliness: No late filing flag shown.

Context

• This was a routine RSU vesting event, not an open-market purchase or a discretionary sale. Withholding shares to cover taxes is common and does not necessarily signal the insider’s market view.
• RSUs convert one-for-one into common stock and vest annually in three equal installments beginning March 10, 2026 (next tranches on March 10, 2027 and March 10, 2028).