Heritage Financial (HFWA) EVP reports RSU conversion and share sale

Rhea-AI Filing Summary

Heritage Financial Corp (HFWA) executive Thomas J. Henning, EVP Chief Risk Officer, reported equity transactions dated 12/15/2025. He acquired 495 shares of common stock at $25.43 per share through the exercise of restricted stock units, then disposed of 79 shares at the same price to cover related obligations. Following these transactions, he directly owns 14,433 shares of Heritage Financial common stock and holds 991 restricted stock units that remain outstanding.

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

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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 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 Risk 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		495	A	$25.43	14,512	D
Common Stock	12/15/2025		F		79	D	$25.43	14,433	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			495	12/15/2023	12/15/2027	Common Stock	495	$25.43	991	D

Explanation of Responses:

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Thomas J Henning	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).
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 in HFWA stock was reported in this Form 4?

The filing reports that EVP Chief Risk Officer Thomas J. Henning acquired 495 shares of Heritage Financial common stock at $25.43 per share by exercising restricted stock units and then disposed of 79 shares at the same price on 12/15/2025.

How many HFWA shares does the executive own after the reported transaction?

After the reported transactions on 12/15/2025, Thomas J. Henning directly owns 14,433 shares of Heritage Financial Corp (HFWA) common stock.

What happened to the restricted stock units in this HFWA Form 4 filing?

The filing shows that 495 restricted stock units with an exercise price of $0 were converted into common stock at a price reference of $25.43 per share, leaving 991 restricted stock units beneficially owned afterward.

What is the role of the reporting person at Heritage Financial Corp (HFWA)?

The reporting person, Thomas J. Henning, is identified as an officer of Heritage Financial Corp with the title EVP Chief Risk Officer.

On what date did the HFWA insider transactions take place?

The reported insider transactions in Heritage Financial Corp (HFWA) common stock occurred on 12/15/2025, as shown in both the non-derivative and derivative security tables.

How is ownership reported in this HFWA Form 4 filing?

The filing indicates the securities are held with direct (D) ownership, covering both the 14,433 common shares and the 991 restricted stock units beneficially owned after the transactions.