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.

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

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

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.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chalfant Tony

Role EVP Chief Credit Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	2,757	$27.54	$76K
Grant/Award	Restricted Stock Units	2,757	$27.54	$76K

Holdings After Transaction: Performance Share Units — 2,757 shares (Direct); Restricted Stock Units — 2,757 shares (Direct)

Footnotes (1)

PSU Grant 2026 $0.00 PSU Grant - 3 year cliff vesting 3/15/2029 RSU Grant 2026 3 year ratable vesting with final vesting on March 15, 2029

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/27/2026 - 03:48 PM

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.

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.

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^*

Chalfant Tony

(Last)

(First)

(Middle)

201 5TH AVE SW

(Street)

OLYMPIA

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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.

Source: View Original Filing on SEC EDGAR