Heritage Financial (NASDAQ: HFWA) EVP converts 4,516 RSUs, holds 26,427 shares

Rhea-AI Filing Summary

Heritage Financial Corp EVP Chief Lending Officer Matthew T. Ray exercised restricted stock units into common shares of HFWA. On March 16, 2026, he converted a total of 4,516 RSUs into the same number of common shares at a stated value of $24.89 per share. 749 of these shares were withheld to cover tax obligations, and he now directly owns 26,427 shares of Heritage Financial common stock.

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^*

Ray Matthew T.

(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 Lending 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		504	A	$24.89	23,164	D
Common Stock	03/16/2026		M		155	A	$24.89	23,319	D
Common Stock	03/16/2026		M		662	A	$24.89	23,981	D
Common Stock	03/16/2026		M		530	A	$24.89	24,511	D
Common Stock	03/16/2026		M		1,664	A	$24.89	26,175	D
Common Stock	03/16/2026		M		1,001	A	$24.89	27,176	D
Common Stock	03/16/2026		F		749	D	$24.89	26,427	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(1)	$0	03/16/2026		M			504	03/15/2023	03/15/2028	Common Stock	504	$24.89	1,008	D
Restricted Stock Units(2)	$0	03/16/2026		M			155	03/15/2023	03/15/2027	Common Stock	155	$24.89	155	D
Restricted Stock Units	$0	03/16/2026		M			662	03/15/2024	03/15/2026	Common Stock	662	$24.89	0	D
Restricted Stock Units	$0	03/16/2026		M			530	03/15/2024	03/15/2033	Common Stock	530	$24.89	3,714	D
Restricted Stock Units(3)(4)	$0	03/16/2026		M			1,664	03/15/2025(4)	03/15/2027	Common Stock	1,664	$24.89	1,664	D
Restricted Stock Units(5)	$0	03/16/2026		M			1,001	03/15/2026(6)	03/15/2028	Common Stock	1,001	$24.89	2,003	D

Explanation of Responses:

1. RSU award granted 03/01/2018

2. RSU award granted 02/22/2022

3. RSU Grant February 2024

4. 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.

5. RSU Grant February 2025

6. 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 Matthew Ray	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 Matthew T. Ray report on March 16, 2026?

Matthew T. Ray reported exercising restricted stock units into common shares. He converted 4,516 RSUs into Heritage Financial common stock at a stated value of $24.89 per share, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many Heritage Financial (HFWA) shares does Matthew T. Ray own after this Form 4?

After these transactions, Matthew T. Ray directly owns 26,427 shares of Heritage Financial common stock. This total reflects RSU conversions on March 16, 2026, net of shares withheld to satisfy tax liabilities associated with the vesting and settlement of equity awards.

Were any of Matthew T. Ray’s HFWA transactions open-market buys or sells?

No, the filing shows no open-market purchases or sales. All activity involves RSU exercises coded “M” and a single “F” transaction for tax withholding, meaning shares were generated from equity awards and a portion was delivered back to cover tax obligations.

What does the tax-withholding transaction in Matthew T. Ray’s HFWA Form 4 mean?

The Form 4 reports an “F” code disposition of 749 shares for tax withholding. This indicates Heritage Financial withheld shares to satisfy tax liabilities on vested RSUs, a common non-market mechanism that does not represent an open-market sale decision by the executive.

How many RSUs did Matthew T. Ray exercise in this Heritage Financial (HFWA) filing?

He exercised 4,516 restricted stock units into an equal number of HFWA common shares. The RSUs relate to prior equity grants, some under the company’s 2023 and 2024 Omnibus Equity Plans, which vest in installments over a three-year period according to the disclosed footnotes.