Heritage Financial Corporation filed a current report describing its latest earnings communications. On January 22, 2026, the company issued a press release announcing its fourth quarter and full-year 2025 results, and attached that release as Exhibit 99.1. The report explains that this information is being furnished rather than filed, which affects how it is treated under securities laws.
Heritage also provided an investor presentation reviewed during its earnings conference call held on January 22, 2026, attached as Exhibit 99.2. Together, the press release and presentation give more detail on the company’s 2025 financial performance and operating trends beyond what is contained in the brief report itself.
Heritage Financial Corporation held a virtual special shareholder meeting to vote on matters related to its planned merger with Olympic Bancorp, Inc. under a previously announced Merger Agreement. Shareholders of record as of November 26, 2025, when 33,956,738 shares of common stock were outstanding, were entitled to vote.
At the meeting, holders of 27,149,330 shares, or about 80% of the outstanding common stock, were represented, establishing a quorum. Shareholders approved the issuance of Heritage common stock pursuant to the Merger Agreement, with 27,081,202 votes for, 25,429 against, and 42,699 abstentions.
They also approved a proposal that would have allowed adjournment of the meeting to solicit additional votes if needed, by a vote of 26,331,640 for, 773,306 against, and 44,384 abstentions. Because the stock issuance proposal passed comfortably, no adjournment was required and the special meeting proceeded to conclusion.
Heritage Financial Corporation reported that its board has approved a regular quarterly cash dividend of $0.24 per common share. The dividend will be paid on February 11, 2026 to shareholders who are on record as of the close of business on January 28, 2026. The company also provided a press release with additional details as an exhibit to the report.
Heritage Financial Corp director Allan Scott Tanton filed an initial Form 3, stating that he beneficially owns no securities of the company as of 01/01/2026. The non-derivative and derivative securities tables are empty, and the remarks section confirms that no securities are beneficially owned.
Heritage Financial Corporation is moving forward with its planned merger with Olympic Bancorp, the holding company for Kitsap Bank. Olympic reports that the merger process is progressing smoothly and, after regulatory and shareholder approvals, the transaction is expected to close on January 31, 2026. After acquiring Olympic, which had $1.7 billion in total assets as of September 30, 2025, Heritage is expected to reach about $8.7 billion in total assets.
Olympic’s board approved a fourth quarter cash dividend of $3.50 per share for shareholders of record on December 26, 2025, with payment scheduled from Broadridge on January 12, 2026. Both companies’ boards have unanimously supported the merger, and a joint proxy statement/prospectus was mailed around December 12, 2025 so shareholders can review details and vote on the transaction.
Heritage Financial Corp. reported equity transactions by executive Matthew Ray, its EVP Chief Lending Officer, on 12/15/2025. He acquired 832 shares of common stock at $25.43 per share and disposed of 178 shares at the same price.
Following these trades, Ray directly owned 22,660 shares of Heritage Financial common stock. The filing also shows activity in restricted stock units, with 832 units tied to common stock at a $0 exercise price and 3,332 derivative securities beneficially owned after the transaction.
Heritage Financial Corp. reported an insider stock transaction by its EVP and Chief Operating Officer on 12/15/2025. The reporting person converted 4,857 restricted stock units into shares of common stock at $25.43 per share and then had 1,043 shares withheld to cover taxes, leaving 3,814 common shares directly owned.
The derivative holdings table shows 9,715 restricted stock units beneficially owned after this transaction. The award relates to the company’s 2023 Omnibus Equity Plan, under which the shares vest one third per year over a three-year period, with each unit delivering one share of common stock upon vesting.
Heritage Financial Corp (HFWA) executive Thomas J. Henning, EVP Chief Risk Officer, reported equity transactions dated 12/15/2025. He acquired 495 shares of common stock at $25.43 per share through the exercise of restricted stock units, then disposed of 79 shares at the same price to cover related obligations. Following these transactions, he directly owns 14,433 shares of Heritage Financial common stock and holds 991 restricted stock units that remain outstanding.
HERITAGE FINANCIAL CORP reported an insider equity transaction by EVP and Chief HR Officer Sabrina Robison. On 12/15/2025, a transaction coded "M" converted 247 restricted stock units into 247 shares of common stock at $25.43 per share. A separate transaction coded "F" disposed of 39 shares at the same price. After these transactions, the officer directly owns 30,353 shares of common stock and 1,734 restricted stock units.
Heritage Financial Corp executive William Glasby reported updates to his equity holdings. On December 15, 2025, 265 restricted stock units converted into 265 shares of common stock at a listed price of $25.43, and a separate transaction coded “F” involved 40 shares at the same price. After these transactions, he directly owned 8,955 shares of Heritage Financial common stock and held 1,058 restricted stock units.