Heritage Financial (HFWA) investors approve stock issuance for Olympic merger

Rhea-AI Filing Summary

Heritage Financial Corporation held a virtual special shareholder meeting to vote on matters related to its planned merger with Olympic Bancorp, Inc. under a previously announced Merger Agreement. Shareholders of record as of November 26, 2025, when 33,956,738 shares of common stock were outstanding, were entitled to vote.

At the meeting, holders of 27,149,330 shares, or about 80% of the outstanding common stock, were represented, establishing a quorum. Shareholders approved the issuance of Heritage common stock pursuant to the Merger Agreement, with 27,081,202 votes for, 25,429 against, and 42,699 abstentions.

They also approved a proposal that would have allowed adjournment of the meeting to solicit additional votes if needed, by a vote of 26,331,640 for, 773,306 against, and 44,384 abstentions. Because the stock issuance proposal passed comfortably, no adjournment was required and the special meeting proceeded to conclusion.

Insights

Bank M&A and corporate governance analyst

Shareholders strongly backed issuing stock for the Olympic merger.

Heritage Financial Corporation obtained clear shareholder approval to issue common stock under its Merger Agreement with Olympic Bancorp, Inc. The vote on the stock issuance proposal was overwhelmingly in favor, with 27,081,202 votes supporting it versus 25,429 against and 42,699 abstaining. Turnout was high, as 27,149,330 shares, about 80% of the 33,956,738 shares outstanding as of November 26, 2025, were represented.

This approval satisfies a key shareholder-condition relating to the merger structure, specifically the ability to issue new Heritage shares as consideration. An additional proposal to permit adjournment of the meeting for further vote solicitation, if necessary, was also approved (26,331,640 for, 773,306 against, 44,384 abstentions), but ultimately was not used because the stock issuance passed. The actual impact now depends on completion of the remaining merger conditions described in the underlying Merger Agreement and related future disclosures.

0001046025false00010460252026-01-212026-01-21

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 21, 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 5.07 Submission of Matters to a Vote of Security Holders

On January 21, 2026, Heritage Financial Corporation, a Washington corporation (“Heritage”) held a virtual special meeting of its shareholders (the “Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger, dated September 25, 2025 (the “Merger Agreement”), between Heritage and Olympic Bancorp, Inc., a Washington corporation ("Olympic"). Pursuant to the Merger Agreement, Olympic will merge with and into Heritage, with Heritage as the surviving corporation (the “Merger”).

The record date for determination of shareholders entitled to vote at the Special Meeting was the close of business on November 26, 2025. There were 33,956,738 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of 27,149,330 shares, or approximately 80 percent of the outstanding shares of Heritage’s common stock, no par value per share (“Heritage common stock”), were represented in person or by proxy, which constituted a quorum for the Special Meeting. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting, as set forth in Heritage’s Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on December 4, 2025, were as follows:

Proposal 1. The approval of the issuance of Heritage common stock pursuant to the Merger Agreement (the “Stock Issuance Proposal”):

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
27,081,202			25,429			42,699			—

Based on the votes set forth above, the Stock Issuance Proposal was approved by the shareholders of Heritage.

Proposal 2. The approval of the adjournment of the Special Meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the Stock Issuance Proposal:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
26,331,640			773,306			44,384			—

Based on the votes set forth above, the adjournment was approved by the shareholders of Heritage. Based on the votes set forth above with respect to the Stock Issuance Proposal, no adjournment of the Special Meeting was determined to be necessary or appropriate and, accordingly, the Special Meeting was not adjourned and proceeded to conclusion without consideration of a proposal to adjourn the Special Meeting.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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 caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HERITAGE FINANCIAL CORPORATION
Date:
January 22, 2026						/s/  Bryan McDonald
						Bryan McDonald
						President and Chief Executive Officer

FAQ

What did Heritage Financial Corporation (HFWA) shareholders vote on at the special meeting?

Shareholders of Heritage Financial Corporation voted on two proposals at a virtual special meeting. The first was to approve the issuance of Heritage common stock pursuant to the Agreement and Plan of Merger with Olympic Bancorp, Inc. The second was to approve a possible adjournment of the meeting to solicit additional votes if there were not enough votes to approve the stock issuance proposal.

Did HFWA shareholders approve issuing stock for the Olympic Bancorp merger?

Yes. Shareholders approved the Stock Issuance Proposal, which authorizes the issuance of Heritage common stock pursuant to the Merger Agreement with Olympic Bancorp, Inc. The proposal received 27,081,202 votes for, 25,429 against, and 42,699 abstentions, so it passed by a wide margin.

What was shareholder turnout for the Heritage Financial (HFWA) special meeting?

For the special meeting, there were 33,956,738 shares of Heritage common stock outstanding as of the November 26, 2025 record date. A total of 27,149,330 shares were represented in person or by proxy at the meeting, which is approximately 80% of the outstanding shares and was sufficient to constitute a quorum.

Was an adjournment of the HFWA special meeting needed to approve the merger-related proposal?

No. Although shareholders approved a proposal allowing adjournment to solicit additional votes if necessary (with 26,331,640 votes for, 773,306 against, and 44,384 abstaining), the stock issuance proposal itself passed comfortably. As a result, the special meeting was not adjourned and concluded without using that authority.

How is the Heritage Financial (HFWA) merger with Olympic Bancorp structured in this filing?

The filing describes a previously announced Agreement and Plan of Merger dated September 25, 2025, under which Olympic Bancorp, Inc. will merge with and into Heritage Financial Corporation, with Heritage as the surviving corporation. The approved stock issuance proposal relates to issuing Heritage common stock as part of that merger structure.

What is the record date and share count referenced for HFWA’s special meeting vote?

The record date to determine which shareholders could vote at the special meeting was the close of business on November 26, 2025. As of that date, there were 33,956,738 shares of Heritage common stock outstanding, each entitled to one vote at the meeting.