Heritage Financial (HFWA) president exercises 4,991 stock units and withholds shares for tax

Rhea-AI Filing Summary

Heritage Financial Corp. President Bryan McDonald reported routine equity award activity. On 2026-03-16, he exercised restricted stock units and performance share units covering a total of 4,991 shares of Common Stock at a reported value of $24.89 per share.

Following these derivative exercises, 939 shares of Common Stock were disposed of to satisfy tax obligations, and McDonald directly held 35,115 shares of Common Stock. The awards were granted under the company’s omnibus equity plans and vest over three-year periods.

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^*

McDonald Bryan

(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)
	President

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		1,115	A	$24.89	32,178	D
Common Stock	03/16/2026		M		1,743	A	$24.89	33,921	D
Common Stock	03/16/2026		M		267	A	$24.89	34,188	D
Common Stock	03/16/2026		M		1,866	A	$24.89	36,054	D
Common Stock	03/16/2026		F		939	D	$24.89	35,115	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			1,115	03/15/2024	03/15/2026	Common Stock	1,115	$24.89	0	D
Restricted Stock Units(1)	$0	03/16/2026		M			1,743	03/15/2026(2)	03/15/2028	Common Stock	1,743	$24.89	3,488	D
Performance Share Units	$0	03/16/2026		M			267	03/15/2026	03/15/2026	Common Stock	267	$24.89	0	D
Restricted Stock Units(3)(4)	$0	03/16/2026		M			1,866	03/15/2025(3)	03/15/2027	Common Stock	1,866	$24.89	1,867	D

Explanation of Responses:

1. RSU Grant February 2025

2. 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.

3. 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.

4. RSU Grant February 2024

Remarks:

	/s/Kaylene Lahn Attorney in Fact for Bryan McDonald	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 President Bryan McDonald report in this Form 4 filing?

Bryan McDonald reported exercising equity awards into Heritage Financial common stock and related tax withholding. He converted restricted and performance share units into 4,991 common shares, then had 939 shares withheld to cover taxes, ending with 35,115 directly held shares after the transactions.

How many Heritage Financial (HFWA) shares did Bryan McDonald acquire through award exercises?

He acquired 4,991 shares of Heritage Financial common stock through exercises of restricted stock units and performance share units. These derivative awards converted into common shares on March 16, 2026, reflecting routine compensation-related equity vesting under the company’s omnibus equity incentive plans.

How many HFWA shares were used for tax withholding in Bryan McDonald’s Form 4?

A total of 939 Heritage Financial common shares were disposed of to satisfy tax obligations. This tax-withholding transaction used Form 4 code F, indicating shares delivered to cover exercise price or tax liability rather than an open-market sale by the executive.

What is Bryan McDonald’s direct Heritage Financial shareholding after these transactions?

After the reported award exercises and tax withholding, Bryan McDonald directly owns 35,115 shares of Heritage Financial common stock. This post-transaction balance reflects his continuing equity stake following routine vesting of restricted stock units and performance-based share units on March 16, 2026.

What types of equity awards did HFWA’s president exercise in this filing?

He exercised both restricted stock units and performance share units that convert into common stock. The RSUs and PSUs were granted under Heritage Financial’s 2023 and 2024 omnibus equity plans and vest one-third per year over a three-year period, then settle in shares.

Did Bryan McDonald execute any open-market buy or sell trades in HFWA shares?

No open-market purchases or sales were reported. All transactions involved exercises of derivative awards into common stock (Form 4 code M) and a tax-withholding disposition (code F). The activity reflects compensation vesting rather than discretionary market trading in Heritage Financial shares.