Heritage Financial (HFWA) sets special meeting on Olympic Bancorp stock issuance

Rhea-AI Filing Summary

Heritage Financial Corporation is preparing for a virtual special shareholder meeting on January 21, 2026 to consider its planned acquisition of Olympic Bancorp, Inc. Shareholders are being mailed a proxy statement/prospectus and proxy card starting December 12, 2025, with instructions to vote, access materials online, or request paper copies.

The board is recommending a FOR vote on issuing Heritage common stock to complete the merger with Olympic Bancorp and on a proposal that would allow adjournment of the meeting to solicit additional proxies if needed. The communication explains how registered and beneficial owners will receive and return proxy cards and stresses that brokerage proxy cards must be returned through the proper channels.

The report also includes extensive forward-looking statement and risk disclosures, outlining uncertainties that could affect completion and integration of the merger, including shareholder approvals, regulatory approvals, integration challenges and potential dilution from issuing additional Heritage common stock. It notes that Heritage will file a Form S-4 registration statement with a joint proxy statement/prospectus, which shareholders are advised to read when available.

Insights

Bank M&A and shareholder communications analyst

Heritage sets up key shareholder vote to issue stock for Olympic Bancorp merger.

Heritage Financial Corporation is moving its acquisition of Olympic Bancorp, Inc. forward by convening a special shareholder meeting to approve issuing Heritage common stock for the merger. The board explicitly recommends voting in favor of the stock issuance and a related adjournment proposal, signaling strong internal support for completing this transaction.

The communication focuses on mechanics: mailing a proxy statement/prospectus, using Computershare and Broadridge to distribute proxy cards, and directing shareholders to vote through official channels. This suggests the process is in the shareholder-approval phase, with completion still contingent on votes, regulatory clearances and other closing conditions described in the forward-looking risk language.

The detailed cautionary note highlights risks such as failure to obtain shareholder or regulatory approvals, integration difficulties, potential higher-than-expected merger costs and dilution from issuing additional Heritage shares in connection with the merger. Future SEC filings, including the Form S-4 and joint proxy statement/prospectus, are identified as the primary sources for financial terms and more granular risk discussions.

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 The following memorandum was provided to employees of Heritage Bank on December 12, 2025

Shareholder Meeting Materials Email to Heritage Bank 2026 Special Shareholder’s Meeting In connection with the Olympic Bancorp, Inc. acquisition, the Heritage Financial Corporation Special Shareholder’s meeting is being held virtually on Wednesday, January 21, 2026, at 10:00 a.m., Pacific Time. A full set of materials is being mailed to shareholders on December 12, 2025, and includes the Proxy Statement/Prospectus and Proxy Card (Computershare example attached). The Proxy Card will provide the shareholders with the appropriate instructions to vote their shares, view the materials online or request meeting materials, if desired. The board recommends a “FOR” vote for the following proposals: 1. A proposal to approve the issuance of Heritage Financial Corporation common stock pursuant to the Agreement and Plan of Merger, dated as of September 25, 2025, between Heritage Financial Corporation and Olympic Bancorp, Inc., pursuant to which Olympic Bancorp, Inc. will merge with and into Heritage Financial Corporation (the “Heritage stock issuance proposal”). 2. A proposal to approve the adjournment of the special meeting to permit further solicitation of proxies in the vent that an insuƯicient number of votes are cast to approve the Heritage stock issuance proposal. The meeting materials and Proxy Card are distributed by Computershare, our transfer agent, for registered shareholders and by Broadridge for shares held with a broker. Email notifications will also be sent to those shareholders that have previously elected this option. Please don’t ignore these email notifications from your broker, including E*Trade or Computershare, as this is the most eƯicient method to vote your shares. If a shareholder attempts to bring their Proxy Card into the bank, we CANNOT accept the brokerage Proxy Cards as a proxy to vote. The Broadridge Proxy Card has a pink font with the brokerage logo and must be returned in the postage paid envelope provided to the shareholder. Meeting materials:  Proxy Statement/Prospectus If you have any questions, please contact Kaylene Lahn, corporate secretary.

Cautionary Note Regarding Forward-Looking Statements This report 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, including receipt of required regulatory and other approvals; (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 will file a registration statement on Form S-4 with the SEC in connection with the proposed Merger. The registration statement will include a joint proxy statement of Heritage and the Target that also constitutes a prospectus of Heritage, which will be sent to the shareholders of Heritage and the Target. Before making any voting decision, the shareholders of Heritage and the Target are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about Heritage, the Target and the proposed transaction. When filed, this document and other 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, when available, 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 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 will be included in the joint proxy statement/prospectus for the proposed transaction filed with the SEC. These documents (when available) 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 is Heritage Financial Corporation (HFWA) asking shareholders to vote on?

Heritage Financial Corporation is asking shareholders to approve the issuance of Heritage common stock under an Agreement and Plan of Merger dated September 25, 2025, pursuant to which Olympic Bancorp, Inc. will merge with and into Heritage.

When is the Heritage Financial Corporation 2026 special shareholder meeting?

The special shareholder meeting related to the Olympic Bancorp, Inc. acquisition is scheduled to be held virtually on Wednesday, January 21, 2026, at 10:00 a.m. Pacific Time.

What proposals is the Heritage (HFWA) board recommending shareholders vote FOR?

The board recommends a FOR vote on: (1) approving the issuance of Heritage common stock to complete the merger with Olympic Bancorp, Inc., and (2) approving possible adjournment of the special meeting to permit further solicitation of proxies if there are not enough votes to approve the stock issuance proposal.

How will Heritage Financial (HFWA) shareholders receive proxy materials and vote?

Registered shareholders will receive meeting materials and a proxy card from Computershare, while shareholders holding through brokers will receive them from Broadridge. Shareholders can vote, view materials online, or request paper copies using the instructions on their proxy card or email notifications.

What forward-looking risks does Heritage highlight regarding the Olympic Bancorp merger?

Heritage cites risks including not realizing expected merger benefits, delays or added costs in integrating Olympic Bancorp, potential failure to obtain shareholder or regulatory approvals, possible termination of the merger agreement, effects on customer and employee relationships, and dilution from issuing additional Heritage common stock in connection with the merger.

Where can Heritage (HFWA) and Olympic Bancorp shareholders find more information about the merger?

Heritage will file a Form S-4 registration statement that includes a joint proxy statement/prospectus, which will be sent to shareholders. These documents will be available free of charge on the SEC’s website at www.sec.gov, on Heritage’s website under the “Financials” tab, or by written request to Heritage or Olympic Bancorp at the addresses provided.