Heritage Financial (NASDAQ: HFWA) details Olympic Bancorp merger and dividend

Rhea-AI Filing Summary

Heritage Financial Corporation is moving forward with its planned merger with Olympic Bancorp, the holding company for Kitsap Bank. Olympic reports that the merger process is progressing smoothly and, after regulatory and shareholder approvals, the transaction is expected to close on January 31, 2026. After acquiring Olympic, which had $1.7 billion in total assets as of September 30, 2025, Heritage is expected to reach about $8.7 billion in total assets.

Olympic’s board approved a fourth quarter cash dividend of $3.50 per share for shareholders of record on December 26, 2025, with payment scheduled from Broadridge on January 12, 2026. Both companies’ boards have unanimously supported the merger, and a joint proxy statement/prospectus was mailed around December 12, 2025 so shareholders can review details and vote on the transaction.

Positive

• Strategic scale increase: Acquisition of Olympic Bancorp with $1.7 billion in assets is expected to bring Heritage Financial’s total assets to about $8.7 billion, materially enlarging its community banking footprint.
• Board alignment: Boards of both Heritage Financial and Olympic Bancorp have unanimously approved the merger, signaling strong internal support for the transaction.

Negative

• None.

Insights

Bank M&A and capital structure analyst

Heritage’s merger with Olympic adds $1.7B in assets, lifting the combined bank to about $8.7B.

The combination of Heritage Financial and Olympic Bancorp expands Heritage’s balance sheet meaningfully, as Olympic reported $1.7 billion in total assets as of September 30, 2025. Post-closing, Heritage estimates total assets of roughly $8.7 billion, indicating a sizable step-up in scale for a community banking franchise.

Boards of both institutions voted unanimously in favor of the merger, and the letter highlights that the process is going smoothly, with closing expected on January 31, 2026, subject to regulatory and shareholder approvals. The communication also notes potential dilution from issuing additional Heritage common stock in connection with the merger, as well as typical integration and execution risks described in detail in Heritage’s risk disclosures.

Olympic’s board declared a fourth quarter dividend of $3.50 per share for holders of record on December 26, 2025, to be paid on January 12, 2026, which provides cash to Olympic shareholders ahead of the anticipated closing. Future company filings referenced in the communication will provide more detail on integration progress and any realized benefits or costs once the merger has been completed.

Filed by Heritage Financial Corporation (Commission File No.: 000-29480) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Olympic Bancorp, Inc. (“Olympic”) included the information below along with its fourth quarter cash dividend checks sent to Olympic shareholders on or about January 8, 2026. January 8, 2026 Dear Shareholder, As you know, on September 25, 2025, Olympic Bancorp, Inc. (“Olympic”), the holding company for Kitsap Bank, announced the signing of a Definitive Agreement to merge with Heritage Financial Corporation (“Heritage”), the holding company for Heritage Bank. This merger brings together two local, long-standing, and strong community banks. After the acquisition of Olympic with $1.7 billion in total assets (as of September 30, 2025), Heritage will have total estimated assets of $8.7 billion. The merger process is going smoothly, and after the anticipated regulatory and shareholder approvals are received, the transaction is expected to close on January 31, 2026. The Boards of Directors of both institutions have unanimously voted in favor of the merger. By this time, you should have received your proxy to vote on the merger. It is important for you to sign and return your proxy to Broadridge in the envelope provided as soon as possible in order for your vote to count. Due to the timing of the merger, at the December board meeting, your directors approved a fourth quarter dividend of $3.50 per share for shareholders of record on December 26, 2025. Your dividend will be sent from Broadridge on January 12, 2026. This is my final letter to shareholders and I would like to thank you for your support over the years. Happy New Year. Sincerely, Steve Politakis President and Chief Executive Officer Olympic Bancorp, Inc.

Cautionary Note Regarding Forward-Looking Statements This document contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of Heritage Financial Corporation (“Heritage”) and Olympic Bancorp, Inc. (the “Target”) and certain plans, expectations, goals, projections and benefits relating to the merger of the Target with and into Heritage (the “Merger”), all of which are subject to numerous assumptions, risks and uncertainties. These statements are often, but not always, identified by words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Examples of forward-looking statements include, among others, statements Heritage makes regarding the ability of Heritage and the Target to complete the transactions contemplated by the agreement and plan of merger (the “Merger Agreement”), including the parties’ ability to satisfy the conditions to the consummation of the Merger, statements about the expected timing for completing the Merger, the potential effects of the proposed Merger on both Heritage and the Target, and the possibility of any termination of the Merger Agreement. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of management’s control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. In addition to factors disclosed in reports filed by Heritage with the SEC, risks and uncertainties for Heritage, the Target and the combined company that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of the proposed Merger will not be realized or will not be realized within the expected time period; (2) the risk that integration of the Target’s operations with those of Heritage will be materially delayed or will be more costly or difficult than expected; (3) the parties’ inability to meet expectations regarding the timing of the proposed Merger; (4) changes to tax legislation and their potential effects on the accounting for the Merger; (5) the inability to complete the proposed Merger due to the failure of the Target’s shareholders to adopt the Merger Agreement, or the failure of Heritage’s shareholders to approve the issuance of Heritage’s common stock in connection with the Merger; (6) the failure to satisfy other conditions to completion of the proposed Merger; (7) the failure of the proposed Merger to close for any other reason; (8) diversion of management’s attention from ongoing business operations and opportunities due to the proposed Merger; (9) the challenges of integrating and retaining key employees; (10) the effect of the announcement of the proposed Merger on Heritage’s, the Target’s or the combined company’s respective customer and employee relationships and operating results; (11) the possibility that the proposed Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (12) the dilution caused by Heritage’s issuance of additional shares of Heritage’s common stock in connection with the Merger; and (13) changes in the global economy and financial market conditions and the business, results of operations and financial condition of Heritage, the Target and the combined company. Please refer to Heritage’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as Heritage’s other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements. Any forward-looking statement included in this report is based only on information currently available to management and speaks only as of the date on which it is made. Neither Heritage nor the Target undertakes

any obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Additional Information and Where to Find It Heritage filed a registration statement on Form S-4 (Registration Statement No. 333-291538) with the SEC on November 14, 2025, as amended on December 2, 2025, in connection with the proposed Merger. The registration statement includes a joint proxy statement of Heritage and the Target that also constitutes a prospectus of Heritage, which was sent to the shareholders of Heritage and the Target on or about December 12, 2025. Before making any voting decision, the shareholders of Heritage and the Target are advised to read the joint proxy statement/prospectus because it contains important information about Heritage, the Target and the proposed transaction. Documents relating to the Merger filed by Heritage can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing Heritage’s website at hf-wa.com under the tab “Financials.” Alternatively, these documents can be obtained free of charge from Heritage upon written request to Heritage Financial Corporation, Attn: Investor Relations, 201 Fifth Avenue S.W., Olympia, Washington 98501 or by calling (360) 943-1550 or from the Target, upon written request to Olympic Bancorp, Inc., Attn: Corporate Secretary, P.O. Box 9, Port Orchard, Washington 98366. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus. Participants in this Transaction This report does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. Heritage, the Target, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Heritage and the Target in connection with the proposed Merger under SEC rules. Information about the directors and executive officers of Heritage and the Target is included in the joint proxy statement/prospectus for the proposed transaction. The joint proxy statement/prospectus and other documents relating to the proposed transaction may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Security holders may obtain information regarding the names, affiliations and interests of Heritage’s directors and executive officers in the definitive proxy statement of Heritage relating to its 2025 Annual Meeting of Shareholders filed with the SEC on March 21, 2025 and in Heritage’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. To the extent the holdings of Heritage’s securities by Heritage’s directors and executive officers have changed since the amounts set forth in Heritage’s proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”

FAQ

What merger involving Heritage Financial Corporation (HFWA) is described?

The content describes the planned merger of Olympic Bancorp, Inc., the holding company for Kitsap Bank, with and into Heritage Financial Corporation, the holding company for Heritage Bank.

How large will Heritage Financial be after acquiring Olympic Bancorp?

After acquiring Olympic Bancorp, which reported $1.7 billion in total assets as of September 30, 2025, Heritage Financial estimates it will have about $8.7 billion in total assets.

When is the Heritage–Olympic merger expected to close?

The merger is expected to close on January 31, 2026, after receipt of the anticipated regulatory and shareholder approvals.

What dividend did Olympic Bancorp declare for its shareholders?

Olympic Bancorp’s board approved a fourth quarter cash dividend of $3.50 per share for shareholders of record on December 26, 2025, with payment scheduled on January 12, 2026.

Have the boards of Heritage Financial and Olympic Bancorp approved the merger?

Yes. The letter states that the Boards of Directors of both Heritage Financial and Olympic Bancorp have unanimously voted in favor of the merger.

What materials were sent to Heritage Financial and Olympic Bancorp shareholders about the merger?

A joint proxy statement/prospectus included in Heritage’s registration statement on Form S-4 was sent to shareholders of both companies on or about December 12, 2025 so they can review details and vote on the merger.

Where can investors find more information about the Heritage–Olympic merger?

Investors can obtain documents related to the merger free of charge from the SEC’s website (www.sec.gov), from Heritage’s website at hf-wa.com under “Financials,” or by written request to either Heritage Financial Corporation or Olympic Bancorp at the addresses provided.