Heritage Financial Strengthens Board Compensation with New Stock Incentives

Rhea-AI Filing Summary

Heritage Financial Corp (HFWA) Director Brian Charneski received a grant of 2,218 Restricted Stock Units (RSUs) on June 18, 2025. The RSUs have the following key terms:

• Conversion price of $0
• Value of $22.55 per unit
• Both exercisable and expiration dates set for May 1, 2026
• Convertible into 2,218 shares of common stock
• Held in direct ownership

This Form 4 filing, signed by Kaylene Lahn as Attorney in Fact for Brian Charneski on June 23, 2025, represents standard equity-based compensation for board service. The grant aligns the director's interests with shareholders through equity ownership, with a vesting schedule extending approximately 10 months from the grant date.

Positive

• Director Brian Charneski received 2,218 Restricted Stock Units valued at approximately $50,016 ($22.55 per share), aligning long-term interests with shareholders

Negative

• None.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CHARNESKI BRIAN

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^*

CHARNESKI BRIAN

(Last) (First) (Middle)

PO BOX 1578

(Street)

OLYMPIA WA 98507

(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 as Attorney in Fact for Brian Charneski	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

How many Restricted Stock Units (RSUs) did HFWA director Brian Charneski receive on June 18, 2025?

According to the Form 4 filing, HFWA director Brian Charneski received 2,218 Restricted Stock Units on June 18, 2025, with an exercise price of $0 and a market value of $22.55 per unit.

When do Brian Charneski's HFWA Restricted Stock Units vest and expire?

The Restricted Stock Units granted to Brian Charneski become exercisable on May 1, 2026, and have an expiration date of May 1, 2026.

What is the total value of RSUs granted to HFWA director Brian Charneski in this Form 4?

Based on the reported price of $22.55 per unit and 2,218 RSUs granted, the total value of the RSU grant to Brian Charneski was approximately $50,016 (2,218 × $22.55).

What position does Brian Charneski hold at Heritage Financial Corp (HFWA)?

According to the Form 4 filing, Brian Charneski serves as a Director of Heritage Financial Corp (HFWA), as indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.