Heritage Financial (HFWA) Insider Gets 2,218-Share RSU Grant

Rhea-AI Filing Summary

Heritage Financial Corp. (HFWA) Form 4 filing: On 18 June 2025, director Trevor D. Dryer reported the acquisition of 2,218 Restricted Stock Units (RSUs) under transaction code “A.” Each RSU represents the right to receive one share of HFWA common stock when it vests. The filing lists a reference price of $22.55, implying a grant value close to $50 thousand. The RSUs are scheduled to vest/expire on 1 May 2026. Following the grant, Dryer now beneficially owns the same 2,218 derivative securities, held directly. No shares were sold or otherwise disposed of, and no other insider transactions were reported in this filing.

The award appears to be routine director equity compensation and does not alter the company’s capital structure. Nevertheless, the absence of sales and the addition of equity-based incentive compensation marginally align the director’s interests with shareholders.

Positive

• Director acquired 2,218 RSUs, increasing insider ownership and aligning interests with shareholders.
• No insider sales reported, eliminating immediate selling pressure.

Negative

• None.

Insights

Financial Analyst

TL;DR: Small routine RSU grant to director; modestly shareholder-aligning, immaterial to HFWA valuation.

The Form 4 shows Trevor D. Dryer receiving 2,218 RSUs on 18 June 2025 at a reference price of $22.55, worth roughly $50k. No shares were sold. Such grants are standard board compensation and signal no directional view on the stock. The size (≈0.01% of HFWA’s 36 M shares) is non-material to the company’s ownership mix and earnings metrics. For investors, the filing is a neutral-to-slightly-positive data point because it increases insider equity exposure without dilution or selling pressure.

Corporate Governance Specialist

TL;DR: Routine equity award; indicates governance alignment, but financially immaterial.

The RSU grant extends Dryer's equity stake and vests within 11 months, promoting near-term performance focus. No 10b5-1 plan is referenced, reducing prescriptive selling expectations. Because the award size is modest and typical for directors, I classify the news as not impactful for market valuation, though it modestly underscores board-shareholder alignment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dryer Trevor D.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	2,218	$22.55	$50K

Holdings After Transaction: Restricted Stock Units — 2,218 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dryer Trevor D.

(Last) (First) (Middle)

201 5TH AVE SW

(Street)

OLYMPIA WA 98501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERITAGE FINANCIAL CORP /WA/ [ HFWA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	06/18/2025		A		2,218		05/01/2026	05/01/2026	Common Stock	2,218	$22.55	2,218	D

Explanation of Responses:

Remarks:

	/s/ Kaylene Lahn Attorney In Fact for Trevor D. Dyer	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did HFWA report on 18 June 2025?

Director Trevor D. Dryer received 2,218 Restricted Stock Units according to the Form 4.

How much is the HFWA RSU grant to Trevor Dryer worth?

Using the reference price of $22.55, the grant is valued at roughly $50,000.

When do the newly granted HFWA RSUs vest or expire?

The RSUs are listed with an exercisable/expiration date of 1 May 2026.

Did the HFWA director sell any shares in this filing?

No. The Form 4 shows only an acquisition; there were no dispositions.

What percentage of HFWA shares do the 2,218 RSUs represent?

Approximately 0.01% of the company’s ~36 million outstanding shares, indicating immaterial dilution.