[Form 4] Heritage Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Heritage Financial Corp. (HFWA) – Form 4 insider filing

On 06/18/2025, director Ann Watson acquired 2,218 restricted stock units (RSUs). Each RSU represents the right to receive one share of common stock, with an indicated underlying share price of $22.55. The award is scheduled to vest/expire on 05/01/2026. After the grant, Watson directly holds 2,218 derivative securities; no dispositions or additional non-derivative transactions were reported.

The transaction appears to be a routine equity award to a board member and does not materially alter insider ownership levels.

Insights

Securities Analyst

TL;DR: Routine RSU grant; small size; neutral impact on valuation or insider sentiment.

The filing shows a standard director equity award—2,218 RSUs—representing a modest dollar value (≈$50k at $22.55). No purchases with personal cash and no sales were reported, so there is limited signaling value. Insider alignment improves marginally, but position size is immaterial relative to HFWA’s 36 million outstanding shares. I view the disclosure as routine and neutral for investors.

Corporate Governance Expert

TL;DR: Governance-aligned equity compensation; no red flags detected.

Board members often receive annual RSU grants to align interests with shareholders. The vesting date of 05/01/2026 suggests a one-year cliff, consistent with typical banking-sector director compensation plans. No 10b5-1 plan was indicated, and there are no complex derivative structures. Overall, the filing supports standard pay-for-performance practices and introduces no governance concerns.

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
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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^*

Watson Ann

(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 Attorney in Fact for Ann Watson	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 did Heritage Financial (HFWA) file on 06/23/2025?

A Form 4 reporting director Ann Watson’s acquisition of 2,218 restricted stock units.

How many RSUs did director Ann Watson receive according to the Form 4?

2,218 restricted stock units.

When do the newly granted RSUs to Ann Watson vest or expire?

05/01/2026.

What is the indicated price per share underlying the RSUs in the Form 4?

$22.55 per share.

Did the Form 4 disclose any share dispositions by Ann Watson?

No; the filing reports only an acquisition and shows no dispositions.