HFWA (HFWA) CFO converts RSUs and PSUs, ends with 45,083 shares

Rhea-AI Filing Summary

HERITAGE FINANCIAL CORP (HFWA) EVP and CFO Donald Hinson exercised equity awards into common stock. On March 16, 2026, he converted a total of 3,685 restricted stock units and performance share units into shares of common stock, reflecting vesting of prior grants under the company’s omnibus equity plans.

Following these exercises and a related tax-withholding transaction of 689 shares, Hinson directly owned 45,083 shares of common stock. The underlying awards include grants from 2023 and 2024 that vest over three years or upon meeting performance metrics, highlighting compensation tied to multi‑year performance and service.

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^*

Hinson Donald

(Last) (First) (Middle)

PO BOX 1578

(Street)

OLYMPIA WASHINGTON 98507

(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)
	EVPand Chief Financial 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		850	A	$24.89	42,937	D
Common Stock	03/16/2026		M		1,455	A	$24.89	44,392	D
Common Stock	03/16/2026		M		203	A	$24.89	44,595	D
Common Stock	03/16/2026		M		1,177	A	$24.89	45,772	D
Common Stock	03/16/2026		F		689	D	$24.89	45,083	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			850	03/15/2024	03/15/2026	Common Stock	850	$24.89	0	D
Restricted Stock Units(1)(2)	$0	03/16/2026		M			1,455	03/15/2025(1)	03/15/2027	Common Stock	1,455	$24.89	1,456	D
Performance Share Units(3)	$0	03/16/2026		M			203	03/15/2026(4)	03/15/2026	Common Stock	203	$24.89	0	D
Restricted Stock Units(5)	$0	03/16/2026		M			1,177	03/15/2026(6)	03/15/2028	Common Stock	1,177	$24.89	2,354	D

Explanation of Responses:

1. 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.

2. RSU Grant February 2024

3. PSU Grant 02/22/23

4. Represents stock performance unit granted pursuant to the 2014 Omnibus Equity Plan. Units vest after three years contingent on meeting performance metrics.

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 Donald Hinson	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 CFO Donald Hinson report on March 16, 2026?

Donald Hinson reported exercising equity awards into common stock. He converted 3,685 restricted stock units and performance share units into HERITAGE FINANCIAL CORP common shares as previously granted awards vested under the company’s omnibus equity plans tied to service and performance conditions.

How many HFWA shares does CFO Donald Hinson own after these Form 4 transactions?

After the reported transactions, Donald Hinson directly owns 45,083 shares of HERITAGE FINANCIAL CORP common stock. This reflects the net position after exercising 3,685 units and a 689‑share tax-withholding disposition associated with the vesting and conversion of prior equity grants.

Were the HFWA insider transactions open-market buys or compensation-related events?

The HFWA transactions were compensation-related events, not open-market purchases. Code M entries show exercises or conversions of restricted stock units and performance share units, while the single code F entry represents shares withheld to cover tax obligations on these vesting awards, rather than discretionary market trades.

What types of equity awards did HFWA grant to CFO Donald Hinson that vested here?

The awards were restricted stock units and performance share units under the 2014, 2023, and 2024 omnibus equity plans. Restricted units generally vest one-third per year over three years, while performance units vest after three years if specified performance metrics are met, then convert into common stock.

How many HFWA shares were withheld for taxes in Donald Hinson’s Form 4 filing?

The filing shows 689 shares of HERITAGE FINANCIAL CORP common stock withheld for taxes. This tax-withholding disposition, coded F, occurred in connection with the vesting and exercise of previously granted restricted stock units and performance share units, rather than a voluntary open-market sale.

What do the exercise details reveal about remaining HFWA derivative positions for Donald Hinson?

The data show 3,685 derivative shares exercised and a derivative summary with no remaining positions listed. This indicates the reported restricted stock units and performance share units were fully converted into common stock as of the transaction date, with no additional derivative awards detailed in this filing.