Heritage Financial (HFWA) president receives new PSU and RSU grants

Rhea-AI Filing Summary

Heritage Financial Corp. President Bryan McDonald reported awards of equity-based compensation. On February 25, 2026, he acquired 7,081 Performance Share Units and 7,081 Restricted Stock Units at a reference price of $27.54 per unit, both held directly.

The performance share units have a three-year cliff vesting schedule, vesting on March 15, 2029. The restricted stock units vest on a three-year ratable schedule with final vesting also on March 15, 2029, indicating these are long-term incentive awards rather than open-market purchases.

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^*

McDonald Bryan

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		7,081		03/15/2029(3)	03/15/2029	Common Stock	7,081	$27.54	7,081	D
Restricted Stock Units(4)	(2)	02/25/2026		A		7,081		03/15/2027	03/15/2029(5)	Common Stock	7,081	$27.54	7,081	D

Explanation of Responses:

1. PSU Grants 2026

2. $0.00

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

4. RSU Grant 2026

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

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Bryan McDonald	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).
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FAQ

What insider transaction did HFWA President Bryan McDonald report?

Bryan McDonald reported equity awards rather than market trades. He received grants of performance share units and restricted stock units that will vest over three years, aligning his compensation with long-term Heritage Financial Corp. performance and shareholder value creation incentives.

How many performance share units did HFWA’s president receive?

He received 7,081 Performance Share Units. These units are a form of stock-based incentive that typically convert into shares if performance and vesting conditions are met, linking executive compensation to future company results over a multi-year period.

How many restricted stock units were granted to HFWA’s president?

He was granted 7,081 Restricted Stock Units. Restricted stock units generally convert into common shares as they vest, providing the executive with stock ownership over time if he remains with Heritage Financial Corp. during the vesting period.

What is the vesting schedule for the HFWA performance share units?

The performance share units have a three-year cliff vesting schedule, with vesting on March 15, 2029. Cliff vesting means no units vest until that date, emphasizing longer-term performance and retention for Heritage Financial Corp.’s president.

How do the HFWA restricted stock units vest for the president?

The restricted stock units vest on a three-year ratable schedule, with the final vesting on March 15, 2029. Ratable vesting typically means portions vest annually, gradually increasing the executive’s share-based ownership over the three-year period.

Were these HFWA insider transactions open-market buys or grants?

These were grant or award acquisitions, not open-market purchases. The Form 4 uses transaction code “A” for both awards, indicating stock-based compensation granted by Heritage Financial Corp. to its president rather than shares bought on the stock market.