[Form 4] HERITAGE FINANCIAL CORP /WA/ Insider Trading Activity

Rhea-AI Filing Summary

HERITAGE FINANCIAL CORP /WA/ director Jeffrey S. Lyon exercised equity awards into common shares. On May 1, 2026, he exercised 2,218 Restricted Stock Units, receiving the same number of Common Stock shares at a reference price of $27.61 per share. Following this transaction, his direct common stock holdings increased to 50,719 shares, and the reported Restricted Stock Units position was reduced to zero, reflecting a routine compensation-related conversion rather than an open‑market purchase or sale.

Insider Trade Summary

2,218 shares exercised/converted

Mixed 2 txns

Insider LYON JEFFREY S

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,218	$27.61	$61K
Exercise	Common Stock	2,218	$27.61	$61K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 50,719 shares (Direct, null)

Footnotes (1)

Key Figures

RSUs exercised: 2,218 units Exercise price: $27.61 per share Shares received: 2,218 shares +1 more

4 metrics

RSUs exercised 2,218 units Restricted Stock Units converted to common stock on May 1, 2026

Exercise price $27.61 per share Reference transaction price for RSU conversion

Shares received 2,218 shares Common Stock acquired via RSU exercise

Post-transaction holdings 50,719 shares Direct Common Stock owned by Jeffrey S. Lyon after exercise

Key Terms

Restricted Stock Units, Common Stock, derivative security

3 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

LYON JEFFREY S

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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	05/01/2026		M		2,218	A	$27.61	50,719	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	05/01/2026		M			2,218	05/01/2026	05/01/2026	Common Stock	2,218	$27.61	0	D

Explanation of Responses:

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Jeffrey Lyon	05/04/2026
	** 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 director Jeffrey S. Lyon report?

Jeffrey S. Lyon reported exercising 2,218 Restricted Stock Units into 2,218 shares of Heritage Financial common stock. The transaction reflects a conversion of equity awards, not an open‑market buy or sell, and is categorized as an exercise of a derivative security.

How many HFWA shares does Jeffrey S. Lyon hold after this Form 4?

After the reported transaction, Jeffrey S. Lyon directly holds 50,719 shares of Heritage Financial common stock. This figure comes from the Form 4’s post‑transaction ownership line and reflects his direct holdings following the RSU-to-stock conversion on May 1, 2026.

What type of security did Jeffrey S. Lyon exercise in the HFWA filing?

He exercised Restricted Stock Units, a form of equity-based compensation that converts into common shares. Specifically, 2,218 Restricted Stock Units were exercised into 2,218 Heritage Financial common shares, eliminating the reported RSU balance in this filing.

Was the HFWA insider transaction an open‑market purchase or sale?

No. The Form 4 classifies the transaction with code “M,” indicating an exercise or conversion of a derivative security. It records 2,218 Restricted Stock Units converting into common stock, with no open‑market buy or sell flagged in the transaction summary.

What price is associated with Jeffrey S. Lyon’s HFWA RSU exercise?

The exercise is reported at $27.61 per share for the 2,218 units converting into common stock. This per‑share figure appears as the transaction price in the Form 4 and is tied to the May 1, 2026 equity award conversion.

Does the HFWA filing show remaining derivative holdings for Jeffrey S. Lyon?

The derivative section shows 2,218 Restricted Stock Units exercised, with zero units remaining after the transaction. The filing’s derivative summary is empty, indicating no other derivative positions are visible in this specific Form 4 for Jeffrey S. Lyon.