Heritage Financial (HFWA) COO converts RSUs, ends with 3,814 shares

Rhea-AI Filing Summary

Heritage Financial Corp. reported an insider stock transaction by its EVP and Chief Operating Officer on 12/15/2025. The reporting person converted 4,857 restricted stock units into shares of common stock at $25.43 per share and then had 1,043 shares withheld to cover taxes, leaving 3,814 common shares directly owned.

The derivative holdings table shows 9,715 restricted stock units beneficially owned after this transaction. The award relates to the company’s 2023 Omnibus Equity Plan, under which the shares vest one third per year over a three-year period, with each unit delivering one share of common stock upon vesting.

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

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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^*

Bley Nicholas M

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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
Common Stock	12/15/2025		M		4,857	A	$25.43	4,857	D
Common Stock	12/15/2025		F		1,043	D	$25.43	3,814	D

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	12/15/2025		M			4,857	12/15/2025	12/15/2027(1)	Common Stock	4,857	$25.43	9,715	D

Explanation of Responses:

1. Represents stock award pursuant to 2023 Omnibus Equity Plan, shares vest on third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

Remarks:

	/s/ Kaylene Lahn Attorney in Fact for Nicholas M Bley	12/16/2025
	** 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).
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FAQ

What insider stock transaction did Heritage Financial (HFWA) disclose?

The company disclosed that its EVP and Chief Operating Officer converted 4,857 restricted stock units into common stock on 12/15/2025 at $25.43 per share.

How many Heritage Financial (HFWA) shares did the executive retain after the transaction?

After 1,043 shares were withheld to cover taxes, the reporting person directly owned 3,814 shares of Heritage Financial common stock.

How many restricted stock units does the Heritage Financial (HFWA) executive still hold?

Following the reported transaction, the filing shows the executive beneficially owned 9,715 restricted stock units.

What equity plan governs the Heritage Financial (HFWA) restricted stock units?

The restricted stock units are granted under the 2023 Omnibus Equity Plan, as described in the filing.

What is the vesting schedule for the Heritage Financial (HFWA) restricted stock units?

The filing states that the shares vest one third per year over a three year period, with each restricted stock unit converting into one share of common stock upon vesting.

What transaction codes were used in the Heritage Financial (HFWA) Form 4?

The Form 4 lists transaction code M for the conversion of restricted stock units into common stock and code F for shares withheld to satisfy tax obligations.