Heritage Financial (HFWA) EVP exercises RSUs and retains more shares

Rhea-AI Filing Summary

Heritage Financial Corp EVP Chief Banking Officer Kelli Ann Wilson reported exercising restricted stock units into Common Stock on March 16, 2026. She acquired a total of 3,818 shares of Common Stock at a reported price of $24.89 per share through derivative exercises.

In a related transaction, 719 shares of Common Stock were withheld to cover tax obligations, a non‑market disposition coded as “F.” Following these transactions, Wilson directly holds 6,877 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

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^*

Wilson Kelli Ann

(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 Banking 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		490	A	$24.89	4,268	D
Common Stock	03/16/2026		M		530	A	$24.89	4,798	D
Common Stock	03/16/2026		M		1,453	A	$24.89	6,251	D
Common Stock	03/16/2026		M		1,345	A	$24.89	7,596	D
Common Stock	03/16/2026		F		719	D	$24.89	6,877	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			490	03/15/2024	03/15/2026	Common Stock	490	$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(1)(2)	$0	03/16/2026		M			1,453	03/15/2025(2)	03/15/2027	Common Stock	1,453	$24.89	1,453	D
Restricted Stock Units(3)	$0	03/16/2026		M			1,345	03/15/2026(4)	03/15/2028	Common Stock	1,345	$24.89	2,690	D

Explanation of Responses:

1. RSU Grant February 2024

2. 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.

3. RSU Grant February 2025

4. 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 Kelli A. Wilson	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 did HFWA executive Kelli Ann Wilson report on this Form 4?

Kelli Ann Wilson reported exercising restricted stock units into Heritage Financial Common Stock. On March 16, 2026, she converted RSUs into 3,818 shares of Common Stock and had a portion withheld for taxes, updating her direct ownership position.

How many Heritage Financial (HFWA) shares did Kelli Ann Wilson acquire and now hold?

Wilson acquired 3,818 shares of Heritage Financial Common Stock through RSU exercises. After these transactions and tax withholding, her direct ownership increased to 6,877 shares, according to the post‑transaction balances reported for the non‑derivative Common Stock entries.

Were there any open-market stock sales by Kelli Ann Wilson in this HFWA Form 4?

The Form 4 shows no open‑market sales by Wilson. The only disposition was 719 shares coded “F,” representing shares withheld to satisfy tax obligations related to the RSU exercises, rather than a discretionary market sale of stock.

What types of securities did Kelli Ann Wilson transact in for Heritage Financial?

Wilson’s transactions involved Restricted Stock Units and the underlying Common Stock. She exercised RSUs, each representing the right to receive one share of Common Stock upon vesting, converting them into Common Stock and then reporting the resulting share balances and tax‑related share withholding.

How are the RSU awards to Kelli Ann Wilson structured at Heritage Financial (HFWA)?

Footnotes describe RSU awards under 2023 and 2024 Omnibus Equity Plans. These restricted stock units generally vest one third per year over three years, and each unit represents the right to receive one share of Heritage Financial Common Stock upon vesting.