[425] HERITAGE FINANCIAL CORP /WA/ Business Combination Communication

Rhea-AI Filing Summary

Heritage Financial Corporation filed a Form 8-K announcing third quarter 2025 results and providing related investor materials. The company also declared a regular quarterly cash dividend of $0.24 per common share, payable on November 19, 2025 to shareholders of record as of November 5, 2025.

The earnings press release is furnished as Exhibit 99.1, and an investor presentation reviewed during the October 23, 2025 conference call is furnished as Exhibit 99.2. The information under Items 2.02 and 7.01 is being furnished, not filed, under the Exchange Act.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities and Exchange Act of 1934

Date of Report (Dated of earliest event reported): October 23, 2025

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter) 

Commission File Number 000-29480

Washington

91-1857900

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

201 Fifth Avenue SW,

Olympia

WA

98501

(Address of principal executive offices)

(Zip Code)

(360) 943-1500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
Common stock, no par value			HFWA			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition

On October 23, 2025, Heritage Financial Corporation (“Heritage”) issued a press release announcing its third quarter 2025 results.

A copy of the release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Heritage for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 7.01    Regulation FD Disclosure

Heritage is filing an investor presentation that it reviewed in conjunction with its earnings release conference call on October 23, 2025.

A copy of the presentation materials is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Heritage for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01    Other Events

On October 23, 2025, Heritage issued a press release announcing a regular quarterly cash dividend of $0.24 per common share. The dividend will be paid on November 19, 2025 to shareholders of record at the close of business on November 5, 2025.

A copy of the release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1						Press Release announcing third quarter 2025 results and declares regular cash dividend of $0.24 per share dated October 23, 2025
Exhibit 99.2						Third Quarter 2025 Investor Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HERITAGE FINANCIAL CORPORATION
Date:
October 23, 2025						/S/ BRYAN MCDONALD
						Bryan McDonald
						President and Chief Executive Officer
						(Duly Authorized Officer)

FAQ

What did HFWA announce in its latest Form 8-K?

Heritage Financial announced its third quarter 2025 results and declared a regular quarterly cash dividend of $0.24 per share.

When is the HFWA dividend payable and what is the record date?

The $0.24 dividend is payable on November 19, 2025 to shareholders of record on November 5, 2025.

What exhibits accompany HFWA’s filing?

Exhibit 99.1: Press release with Q3 2025 results and dividend. Exhibit 99.2: Third Quarter 2025 investor presentation.

Is the earnings information considered filed or furnished?

The information under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is being furnished, not filed.

What is HFWA’s trading symbol and exchange?

Heritage Financial Corporation trades as HFWA on The Nasdaq Stock Market LLC.

When did HFWA review the investor presentation?

The presentation was reviewed in conjunction with the earnings release conference call on October 23, 2025.