[Form 4] HERITAGE FINANCIAL CORP /WA/ Insider Trading Activity

Rhea-AI Filing Summary

Heritage Financial Corp. EVP and Chief Credit Officer Tony Chalfant exercised equity awards and received common stock in lieu of restricted and performance share units. On March 16, 2026, he converted derivative awards into 3,128 shares of common stock at a transaction price of $24.89 per share.

As part of these vesting events, 583 common shares were withheld to cover tax obligations, a non-market disposition. Following the transactions, Chalfant directly holds 22,415 shares of Heritage Financial common stock. These actions reflect routine equity compensation vesting and related tax withholding.

Insider Trade Summary

Net Buyer: 2,545 shares

Net Buy 9 txns

Insider Chalfant Tony

Role EVP Chief Credit Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,227	$24.89	$31K
Exercise	Restricted Stock Units	733	$24.89	$18K
Exercise	Performance Share Units	176	$24.89	$4K
Exercise	Restricted Stock Units	992	$24.89	$25K
Exercise	Common Stock	1,227	$24.89	$31K
Exercise	Common Stock	733	$24.89	$18K
Exercise	Common Stock	176	$24.89	$4K
Exercise	Common Stock	992	$24.89	$25K
Exercise Price or Tax Liability	Common Stock	583	$24.89	$15K

Holdings After Transaction: Restricted Stock Units — 3,213 shares (Direct); Performance Share Units — 0 shares (Direct); Common Stock — 22,415 shares (Direct)

Footnotes (6)

1. F1. RSU Grant February 2024
2. F2. 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. F3. PSU 2025
4. F4. Represents stock performance unit granted pursuant to the 2023 Omnibus Equity Plan. Units vest after three years contingent on meeting performance metrics.
5. F5. RSU Grant February 2025
6. F6. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/18/2026 - 03:15 PM Learn about SEC filing dates

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 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 Credit 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		1,227	A	$24.89	21,097	D
Common Stock	03/16/2026		M		733	A	$24.89	21,830	D
Common Stock	03/16/2026		M		176	A	$24.89	22,006	D
Common Stock	03/16/2026		M		992	A	$24.89	22,998	D
Common Stock	03/16/2026		F		583	D	$24.89	22,415	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(1)(2)	$0	03/16/2026		M			1,227	03/15/2025(2)	03/15/2027	Common Stock	1,227	$24.89	1,228	D
Restricted Stock Units	$0	03/16/2026		M			733	03/15/2024	03/15/2026	Common Stock	733	$24.89	0	D
Performance Share Units(3)	$0	03/16/2026		M			176	03/15/2028(4)	03/15/2028	Common Stock	176	$24.89	0	D
Restricted Stock Units(5)	$0	03/16/2026		M			992	03/15/2026(6)	03/15/2028	Common Stock	992	$24.89	1,985	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. PSU 2025

4. Represents stock performance unit granted pursuant to the 2023 Omnibus Equity Plan. Units vest after three years contingent on meeting performance metrics.

5. RSU Grant February 2025

6. 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 Tony Chalfant	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)