Heritage Financial (HFWA) grants stock and performance units to EVP

Rhea-AI Filing Summary

Ray Matthew T. reported acquisition or exercise transactions in this Form 4 filing.

Heritage Financial Corp. reported that EVP Chief Lending Officer Matthew T. Ray received equity-based compensation awards. On February 25, 2026, he was granted 2,755 Performance Share Units and 2,755 Restricted Stock Units at a reference price of $27.54 per unit.

The performance share units have a three-year cliff vesting schedule ending on March 15, 2029. The restricted stock units vest ratably over three years, with final vesting also on March 15, 2029. These are awards, not open-market purchases or sales.

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^*

Ray Matthew T.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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
Performance Share Units(1)	(2)	02/25/2026		A		2,755		03/15/2029(3)	03/15/2029	Common Stock	2,755	$27.54	2,755	D
Restricted Stock Units(4)	(2)	02/25/2026		A		2,755		03/15/2027	03/15/2029(5)	Common Stock	2,755	$27.54	2,755	D

Explanation of Responses:

1. PSU Grants 2026

2. $0.00

3. PSU Grant - 3 year cliff vesting 03/15/2029

4. RSU Grant 2026

5. 3 year ratable vesting with final vesting on March 15, 2029

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Matthew Ray	02/27/2026
	** 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 executive Matthew T. Ray report?

Heritage Financial Corp. EVP Chief Lending Officer Matthew T. Ray reported equity awards, not open-market trades. He received 2,755 Performance Share Units and 2,755 Restricted Stock Units as compensation, reflecting stock-based incentives aligned with company performance over a multi-year vesting period.

How many stock units did HFWA grant to executive Matthew T. Ray?

Matthew T. Ray received 2,755 Performance Share Units and 2,755 Restricted Stock Units. Both grants are tied to a reference price of $27.54 per unit and are structured to vest over several years, encouraging longer-term alignment with Heritage Financial Corp.’s results.

What are the vesting terms of the HFWA performance share units granted in 2026?

The 2026 performance share unit grant to Matthew T. Ray has three-year cliff vesting, with all units scheduled to vest on March 15, 2029. This means no interim vesting, linking the full award to sustained performance over the entire three-year period at Heritage Financial Corp.

How do the HFWA restricted stock units granted in 2026 vest?

The 2026 restricted stock units granted to Matthew T. Ray vest ratably over three years, with final vesting on March 15, 2029. Ratable vesting typically means portions of the award vest periodically, providing ongoing equity incentives and retention benefits during the vesting period.

Did Matthew T. Ray buy or sell HFWA shares in the open market?

The reported transactions are compensation awards, not open-market purchases or sales. Form 4 shows grants of performance share units and restricted stock units coded as acquisitions (A), representing stock-based awards rather than discretionary trading in Heritage Financial Corp. common stock.

What was the reference price for the HFWA equity awards to Matthew T. Ray?

Both the performance share units and restricted stock units were reported with a reference price of $27.54 per unit. This figure is used in the Form 4 disclosure but does not indicate an open-market trade; it reflects the value applied for the award reporting.