HERITAGE FINANCIAL CORP /WA/ Insider Trading Activity

Heritage Financial Corp. executive vice president and chief operating officer Nicholas M. Bley reported the acquisition of equity-based awards in the form of restricted stock units and performance share units.

Accepted by SEC EDGAR 02/27/2026 - 03:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Heritage Financial Corp. executive vice president and chief operating officer Nicholas M. Bley reported the acquisition of equity-based awards in the form of restricted stock units and performance share units. These are compensation grants rather than open-market stock purchases.

On February 25, 2026, he received 3,021 restricted stock units and 3,021 performance share units, each valued using a reference price of $27.54 per share. Footnotes indicate the awards carry a $0.00 exercise or purchase price, meaning no cash outlay is required by Bley.

The restricted stock units vest ratably over three years, with final vesting on March 15, 2029, while the performance share units vest on a three-year cliff schedule on March 15, 2029. Both awards are held as direct ownership and represent part of his long-term incentive compensation.

Insider Trade Summary

Grant/Award: 6,042 shares

Grant/Award 2 txns

Insider Bley Nicholas M

Role EVP Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	3,021	$27.54	$83K
Grant/Award	Performance Share Units	3,021	$27.54	$83K

Holdings After Transaction: Restricted Stock Units — 3,021 contracts (Direct); Performance Share Units — 3,021 contracts (Direct)

Holdings Before and After: Restricted Stock Units, 0 to 3,021 contracts (Direct); Performance Share Units, 0 to 3,021 contracts (Direct)

Footnotes (5)

1. F1. RSU Grant 2026
2. F2. $0.00
3. F3. 3 year ratable vesting with final vesting on March 15, 2029
4. F4. PSU Grant 2026
5. F5. PSU Grant - 3 year cliff vesting 03/15/2029

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Bley Nicholas M

(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 Operating 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
Restricted Stock Units(1)	(2)	02/25/2026		A		3,021		03/15/2027	03/15/2029(3)	Common Stock	3,021	$27.54	3,021	D
Performance Share Units(4)	(2)	02/25/2026		A		3,021		03/15/2029(5)	03/15/2029	Common Stock	3,021	$27.54	3,021	D

Explanation of Responses:

1. RSU Grant 2026

2. $0.00

3. 3 year ratable vesting with final vesting on March 15, 2029

4. PSU Grant 2026

5. PSU Grant - 3 year cliff vesting 03/15/2029

Remarks:

	/s/ Kaylene Lahn Attorney in Fact for Nicholas M Bley	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.