Heritage Financial (HFWA) EVP awarded new PSU and RSU grants

Rhea-AI Filing Summary

HERITAGE FINANCIAL CORP executive Tony Chalfant, EVP Chief Credit Officer, reported equity-based compensation awards. He acquired 2,757 Performance Share Units and 2,757 Restricted Stock Units, both granted on February 25, 2026. The PSUs have a three-year cliff vesting ending March 15, 2029, while the RSUs vest ratably over three years with final vesting on March 15, 2029.

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^*

Chalfant Tony

(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 Credit Officer

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		2,757		03/15/2029(3)	03/15/2026	Common Stock	2,757	$27.54	2,757	D
Restricted Stock Units(4)	(2)	02/25/2026		A		2,757		03/15/2027	03/15/2029(5)	Common Stock	2,757	$27.54	2,757	D

Explanation of Responses:

1. PSU Grant 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 Tony Chalfant	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 transactions did HFWA executive Tony Chalfant report?

Tony Chalfant reported receiving equity awards, not open-market trades. He acquired 2,757 Performance Share Units and 2,757 Restricted Stock Units as compensation, both granted on February 25, 2026, subject to multi-year vesting conditions through March 15, 2029.

What type of securities did Tony Chalfant receive from Heritage Financial (HFWA)?

He received Performance Share Units and Restricted Stock Units. Each award totaled 2,757 units, granted on February 25, 2026. These are derivative equity awards that can convert into common stock if vesting conditions and time-based requirements are satisfied.

How do the Performance Share Units granted to HFWA executive vest?

The Performance Share Units have three-year cliff vesting. According to the disclosure, the PSU grant vests in full on March 15, 2029, meaning no interim vesting occurs before that final vesting date after the three-year period.

What is the vesting schedule for the Restricted Stock Units granted to the HFWA executive?

The Restricted Stock Units vest ratably over three years. The filing states that the final vesting occurs on March 15, 2029, indicating installments over the three-year period until that final vesting date is reached.

Is this HFWA Form 4 a report of stock purchases or sales?

This Form 4 reports equity awards, not market purchases or sales. The transactions are coded as grants or other acquisitions, reflecting compensation awards of Performance Share Units and Restricted Stock Units to executive Tony Chalfant.

What role does the reporting person hold at Heritage Financial (HFWA)?

The reporting person, Tony Chalfant, serves as Executive Vice President and Chief Credit Officer. The Form 4 shows he received performance-based and time-based equity awards tied to his role within Heritage Financial Corp.