Heritage Financial (HFWA) completes all-stock merger with Olympic Bancorp and Kitsap Bank

Rhea-AI Filing Summary

Heritage Financial Corporation completed its previously announced acquisition of Olympic Bancorp, Inc. on January 31, 2026. Olympic merged into Heritage Financial, and immediately afterward Kitsap Bank, Olympic’s banking subsidiary, merged into Heritage Bank, which continues as the surviving bank.

Under the merger agreement, each outstanding share of Olympic capital stock was converted into the right to receive 45.0 shares of Heritage Financial common stock, with cash paid instead of any fractional shares. Existing Heritage Financial common shares were unchanged by the transaction. Heritage plans to file audited financial statements of the acquired business and unaudited pro forma financial information in a later amendment.

Insights

Bank M&A and capital structure analyst

Heritage closes stock-for-stock acquisition of Olympic, expanding its banking franchise.

Heritage Financial has closed the merger with Olympic Bancorp, folding Kitsap Bank into Heritage Bank. The structure is all-stock, with each Olympic share receiving 45.0 Heritage shares, so consideration is paid entirely in equity rather than cash.

This structure typically preserves capital and liquidity at the holding company level, while increasing share count. Existing Heritage shareholders are not cashed out and their shares remain outstanding, while Olympic holders become new shareholders, shifting ownership mix.

The company plans to file audited financial statements of Olympic and unaudited pro forma financials in an amendment within the 71-day window. Those disclosures will show how the combined balance sheet, earnings power, and share base look following the merger.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 31, 2026

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 2.01 Completion of Acquisition or Disposition of Assets

On January 31, 2026, Heritage Financial Corporation, a Washington corporation (the “Company”), completed its previously announced acquisition (the “Merger”) of Olympic Bancorp, Inc. (“Olympic”), pursuant to the Agreement and Plan of Merger, dated September 25, 2025 (the “Merger Agreement”). At the effective time of the Merger on January 31, 2026 (the “Effective Time”), Olympic merged with and into the Company, with the Company surviving the Merger. Immediately following the Merger, Kitsap Bank, a commercial bank headquartered in Port Orchard, Washington, and a wholly-owned subsidiary of Olympic, merged with and into Heritage Bank (the “Bank”), a commercial bank headquartered in Olympia, Washington, and a wholly-owned subsidiary of the Company, with the Bank continuing as the surviving bank.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, each outstanding share of Olympic cap stock was automatically converted as a result of the Merger into the right to receive 45.0 shares of the Company’s common stock, with cash to be paid in lieu of fractional shares. Each outstanding share of the Company’s common stock remains outstanding and was unaffected by the Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2025, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On February 2, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference.

The information furnished pursuant to this Item and the related exhibit are being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by the Company 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 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

The financial statements required by this Item 9.01(a) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The unaudited pro forma financial statements required by this Item 9.01(b) will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit 10.1						Agreement and Plan of Merger, by and between Heritage Financial Corporation and Olympic Bancorp, Inc., dated September 25, 2025* (incorporated herein by reference to Exhibit 2.1 on Form 8-K filed on September 25, 2025).
Exhibit 99.1						Press Release of Heritage Financial Corporation dated February 2, 2026
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

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:
February 2, 2026						/S/ Bryan D. McDonald
						Bryan D. McDonald
						President and Chief Executive Officer

FAQ

What transaction did Heritage Financial (HFWA) complete with Olympic Bancorp?

Heritage Financial completed the acquisition of Olympic Bancorp through a merger on January 31, 2026. Olympic merged into Heritage Financial, and its banking subsidiary, Kitsap Bank, merged into Heritage Bank, consolidating operations under Heritage’s existing bank charter and brand.

What did Olympic Bancorp shareholders receive in the Heritage Financial (HFWA) merger?

Each outstanding share of Olympic capital stock was converted into the right to receive 45.0 shares of Heritage Financial common stock. Fractional share entitlements are settled in cash, so Olympic shareholders now hold Heritage shares plus any related cash instead of fractional positions.

Were existing Heritage Financial (HFWA) common shares affected by the Olympic merger?

Existing Heritage Financial common shares remained outstanding and were unaffected by the merger. The transaction only converted Olympic’s shares into Heritage stock, leaving current Heritage shareholders’ holdings structurally unchanged while adding former Olympic investors to the shareholder base.

What happened to Kitsap Bank after Heritage Financial (HFWA) acquired Olympic Bancorp?

Immediately after the holding-company merger, Kitsap Bank, Olympic’s wholly owned commercial bank, merged into Heritage Bank. Heritage Bank, headquartered in Olympia, Washington, continues as the surviving bank, consolidating the combined franchise under one charter and operating platform.

Will Heritage Financial (HFWA) provide pro forma financials for the Olympic merger?

Heritage Financial plans to file the required audited financial statements of the acquired business and unaudited pro forma financial information by amendment. This amendment must be filed no later than 71 days after the original current report’s required filing date under SEC rules.

Did Heritage Financial (HFWA) issue a press release about closing the Olympic merger?

Heritage Financial issued a press release on February 2, 2026 announcing completion of the merger. That press release is included as Exhibit 99.1 to the current report and is incorporated by reference, providing additional narrative detail on the closing of the transaction.