Heritage Financial Strengthens Board Retention with Director Stock Awards

Rhea-AI Filing Summary

Heritage Financial Corp (HFWA) director Gail B. Giacobbe received a grant of 2,218 Restricted Stock Units (RSUs) on June 18, 2025. Key details of the transaction include:

• The RSUs have a conversion price of $0 and are valued at $22.55 per unit
• The RSUs will become exercisable on May 1, 2026 and expire on the same date
• Upon vesting, the RSUs will convert to an equivalent number of common stock shares (2,218 shares)
• The securities are held in direct ownership by the reporting person

This equity compensation grant appears to be part of the company's director compensation program. The Form 4 was filed within the required reporting timeframe and was signed by Kaylene Lahn as attorney-in-fact for Giacobbe on June 23, 2025.

Positive

• Director Gail B. Giacobbe received 2,218 Restricted Stock Units valued at approximately $50,016 ($22.55 per share), aligning long-term interests with shareholders through equity-based compensation

Negative

• None.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Giacobbe Gail B.

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^*

Giacobbe Gail B.

(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 Gail B. Giacobbe	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 type of stock award did HFWA director Gail Giacobbe receive on June 18, 2025?

Gail Giacobbe received 2,218 Restricted Stock Units (RSUs) with a $0 conversion price. The RSUs are tied to HFWA's Common Stock and were granted at a price of $22.55 per unit.

When do Gail Giacobbe's HFWA restricted stock units vest and expire?

The Restricted Stock Units (RSUs) become exercisable on May 1, 2026, and have an expiration date of May 1, 2026.

What is Gail Giacobbe's role at Heritage Financial (HFWA)?

According to the Form 4 filing, Gail B. Giacobbe serves as a Director on the board of Heritage Financial Corporation (HFWA), as indicated by the 'X' marked in the Director box under the relationship section.

How many HFWA restricted stock units does Gail Giacobbe beneficially own after this transaction?

Following the reported transaction, Gail Giacobbe beneficially owns 2,218 restricted stock units of HFWA directly (indicated by 'D' under ownership form).