Heritage Financial (HFWA) EVP converts 5,116 RSUs into common shares

Rhea-AI Filing Summary

Heritage Financial Corp executive Thomas J. Henning exercised restricted stock units into common stock as part of his equity compensation. He converted 5,116 restricted stock units into shares of Heritage Financial common stock at a reference price of $24.89 per share.

Following these transactions, Henning held 18,611 shares of common stock directly. The company withheld 938 shares to cover tax obligations, which is recorded as a disposition but is not an open-market sale. The remaining activity reflects routine equity awards vesting under the company’s omnibus equity plans.

Insights

Equity Compensation Analyst

Routine RSU vesting and tax withholding, not an open‑market trade.

EVP and Chief Risk Officer Thomas J. Henning exercised and settled 5,116 restricted stock units into Heritage Financial common stock at a reference price of $24.89 per share. These are compensation-related conversions, coded "M" as derivative exercises.

A total of 938 common shares were disposed of under code "F" to satisfy tax obligations, meaning they were withheld by the issuer rather than sold in the market. After the transactions, Henning directly owned 18,611 common shares, indicating this is a position‑building, compensation-driven event rather than a discretionary buy or sell.

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^*

Henning Thomas J

(Last) (First) (Middle)

201 5TH AVE SW

(Street)

OLYMPIA WASHINGTON 98501

(City) (State) (Zip)

UNITED STATES

(Country)

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 Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		M		1,440	A	$24.89	15,873	D
Common Stock	03/16/2026		M		530	A	$24.89	16,403	D
Common Stock	03/16/2026		M		1,671	A	$24.89	18,074	D
Common Stock	03/16/2026		M		1,475	A	$24.89	19,549	D
Common Stock	03/16/2026		F		938	D	$24.89	18,611	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	03/16/2026		M			1,440	03/15/2024	03/15/2026	Common Stock	1,440	$24.89	0	D
Restricted Stock Units	$0	03/16/2026		M			530	03/15/2024	03/15/2028	Common Stock	530	$24.89	1,062	D
Restricted Stock Units(1)(2)	$0	03/16/2026		M			1,671	03/15/2025(2)	03/15/2027	Common Stock	1,671	$24.89	1,672	D
Restricted Stock Units(3)	$0	03/16/2026		M			1,475	03/15/2026(4)	03/15/2028	Common Stock	1,475	$24.89	2,952	D

Explanation of Responses:

1. RSU Grant February 2024

2. Represents award pursuant to 2024 Omnibus Equity Plan; shares vest one 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.

3. RSU Grant February 2025

4. Represents award pursuant to 2023 Omnibus Equity Plan; shares vest one 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 Thomas J Henning	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HFWA executive Thomas J. Henning report?

Thomas J. Henning exercised restricted stock units into common shares. He converted 5,116 restricted stock units of Heritage Financial common stock at $24.89 per share as part of equity compensation, reflecting routine derivative exercises rather than an open‑market purchase.

How many HFWA shares does Thomas J. Henning own after this Form 4?

After the transactions, Thomas J. Henning directly owns 18,611 HFWA shares. This total reflects the new common shares received from exercising 5,116 restricted stock units, net of shares withheld to cover associated tax obligations.

Were any of Thomas J. Henning’s HFWA transactions open-market sales or purchases?

No, the filing shows no open-market sales or purchases. All actions are coded as derivative exercises (M) of restricted stock units and a tax-withholding disposition (F), where 938 shares were withheld to satisfy tax liabilities rather than sold in the open market.

What does the tax-withholding disposition in the HFWA Form 4 mean?

The tax-withholding disposition reflects shares used to pay taxes. Code "F" shows 938 Heritage Financial common shares were delivered to cover exercise-related tax liabilities, a standard mechanism for equity awards, not a discretionary sale of stock by the executive.

How significant is Thomas J. Henning’s RSU exercise for HFWA shareholders?

The RSU exercise appears to be a routine compensation event. Henning converted 5,116 restricted stock units into Heritage Financial common shares and now holds 18,611 shares directly, indicating standard vesting activity rather than a large opportunistic trade that might shift the investment thesis.