HTFCP / Heritage Financial Corporation - Preferred Security - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Heritage Financial Corporation - Preferred Security

Mga Batayang Estadistika
LEI 549300D8R1F75RBWEG06
CIK 1046025
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Heritage Financial Corporation - Preferred Security
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 8, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERI

July 24, 2025 EX-99.2

INVESTOR PRESENTATION Q2 2025 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "est

INVESTOR PRESENTATION Q2 2025 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

July 24, 2025 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2025 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.24 PER SHARE

f FOR IMMEDIATE RELEASE DATE: July 24, 2025 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2025 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.

July 24, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 24, 2025 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

June 18, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCI

May 6, 2025 EX-10.1

Employment Agreement between Heritage Financial Corporation and Bryan D. McDonald dated May 6, 2025

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into effective as of May 6, 2025, by and between HERITAGE FINANCIAL CORPORATION and BRYAN MCDONALD.

May 6, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 5, 2025 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

May 6, 2025 EX-99.1

Heritage Financial Names Bryan D. McDonald President and CEO and Appoints Him to the Board of Directors

Heritage Financial Names Bryan D. McDonald President and CEO and Appoints Him to the Board of Directors OLYMPIA, Wash., May 6, 2025 – Heritage Financial Corporation (Nasdaq: HFWA) (“Company”), parent company of Heritage Bank (“Bank”), announced today that Bryan D. McDonald was named President and Chief Executive Officer (“CEO”) and appointed to the Board of Directors of the Company and the Bank, a

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

April 24, 2025 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2025 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.24 PER SHARE

f FOR IMMEDIATE RELEASE DATE: April 24, 2025 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2025 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.

April 24, 2025 EX-99.2

INVESTOR PRESENTATION Q1 2025 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "est

INVESTOR PRESENTATION Q1 2025 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

April 24, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 24, 2025 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

March 21, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

March 21, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

February 28, 2025 S-3ASR

As filed with the Securities and Exchange Commission on February 28, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

February 28, 2025 EX-FILING FEES

Filing fee table

Exhibit 107.1 Calculation of Filing Fee Table S-3 (Form Type) Heritage Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price(1) Fee Rate(2) Amount of R

February 28, 2025 EX-4.8

Form of Indenture

Exhibit 4.8 HERITAGE FINANCIAL CORPORATION, as Issuer and , as Trustee INDENTURE Dated as of , 20 CROSS REFERENCE SHEET* Provisions of Trust Indenture Act of 1939, as amended, and Indenture to be dated as of , 20 by and between Heritage Financial Corporation and , as Trustee: Section of the Trust Indenture Act Section of Indenture 310(a)(1), (2) and (5) 6.09 310(a)(3) and (4) Inapplicable 310(b) 6

February 27, 2025 EX-10.1

rporation Management

Management Incentive Plan (MIP) Document Heritage Bank 2024 MIP Plan Document Page 1 MANAGEMENT INCENTIVE PLAN 2024 Management Incentive Plan (MIP) Document Heritage Bank 2024 MIP Plan Document Page 2 INTRODUCTION Heritage Financial Corporation and Heritage Bank (together, the “Company”) are willing to provide annual cash incentive award opportunities for eligible employees, through the use of the Company’s Management Incentive Plan, a performance-based annual incentive compensation plan (the “Plan”).

February 27, 2025 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization HBCDE, LLC 100.0% Washington HBCDE Partner, LLC 100.0% Washington HBCDE Sub-CDE 1, LLC 100.0% Washington HBCDE Sub-CDE 2, LLC 100.0% Washington HBCDE Sub-CDE 3, LLC 100.0% Washington HBCDE Sub-CDE 4, LLC 100.0% Washington Herit

February 27, 2025 EX-10.10

Heritage Financial Corporation Deferred Compensation Plan

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN (as Amended and Restated December 18, 2024) 1.

February 27, 2025 EX-10.34

eritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley

EX-10.34 9 ex-1034hfcdcpparticipati.htm EX-10.34 1 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT This Participation Agreement (“Participation Agreement”) is entered into as of effective as of January 1, 2025 (the “Award Date”), by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and NICHOLAS BLEY an employee of the Company (the “Participant”). Except f

February 27, 2025 EX-19.0

Heritage Financial Corporation Insider Trading Policy

INSIDER TRADING POLICY FOR DIRECTORS & EXECUTIVE OFFICERS INDIVIDUAL RESPONSIBLE FOR POLICY: Corporate Secretary LAST APPROVAL DATE: May 2023 CURRENT APPROVAL DATE: May 2024 COMMITTEE PRESENTED TO: Audit & Finance Committee Insider Trading Policy for Directors & Executive Officers 2024 Page 2 of 10 Contents Page # Introduction 2 The Basic Trading & Regulation FD Policies 3 Additional Restrictions Applicable to Executive Officers & Directors 5 Acknowledgement & Agreement 11 Introduction As a financial institution and a publicly-traded company, we have a legal obligation to maintain the confidentiality of non-public information obtained in the course of our business.

February 27, 2025 EX-10.23

articipation Agreement - Addendum

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and BRYAN MCDONALD, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).

February 27, 2025 EX-10.25

, by and between Heritage Financial Corporation and Mathew T. Ray

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on , effective as of January 1, 2023, by and between HERITAGE FINANCIAL CORPORATION and MATTHEW T.

February 27, 2025 EX-4.2

Description of Common Stock and Preferred Stock

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK General Heritage Financial Corporation's ("Heritage") authorized capital stock consists of: •50,000,000 shares of common stock, no par value per share; and •2,500,000 shares of preferred stock, no par value per share. As of December 31, 2024, there were 33,990,827 shares of our common stock outstanding, and no shares of our preferred stoc

February 27, 2025 EX-10.13

Participation Agreement - Addendum

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J.

February 27, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE

February 27, 2025 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the “Company”) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney-in-fact to sign, in their name and behalf and in any and all capacities stated below, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 pursuant to Section 13 of the Securities Exchange Act of 193

February 27, 2025 EX-10.18

Participation Agreement - Addendum

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and DONALD J.

February 27, 2025 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-271716, No. 333-87599 and No. 333-197614 on Form S-8 of Heritage Financial Corporation of our report dated February 27, 2025 relating to the consolidated financial statements and effectiveness of internal control over financial reporting, appearing i

January 23, 2025 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.24 PER SHARE

FOR IMMEDIATE RELEASE DATE: January 23, 2025 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.

January 23, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 23, 2025 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

January 23, 2025 EX-99.2

INVESTOR PRESENTATION Q4 2024 2 This presentation contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "esti

INVESTOR PRESENTATION Q4 2024 2 This presentation contains “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995.

December 19, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): December 13, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jur

December 19, 2024 EX-99.1

Heritage Financial Corporation Appoints Karen R. Saunders to its Board of Directors

Exhibit 99.1 Heritage Financial Corporation Appoints Karen R. Saunders to its Board of Directors OLYMPIA, Wash., December 19, 2024/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (Nasdaq: HFWA) is pleased to announce the appointment of Karen R. Saunders to its Board of Directors. Ms. Saunders was also appointed to the Board of Directors of Heritage’s wholly-owned subsidiary, Heritage Ban

December 19, 2024 EX-10.1

Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Matthew T. Ray

1 Exhibit 10.1 2738094.v2 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN RAY PARTICIPATION AGREEMENT This Participation Agreement (“Participation Agreement”) is entered into as of December 18, 2024, effective as of January 1, 2025 (the “Award Date”), by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and MATTHEW T. RAY an employee of the Company (the “Participant”). Except fo

November 14, 2024 SC 13G

HFWA / Heritage Financial Corporation / PRUDENTIAL FINANCIAL INC Passive Investment

SC 13G 1 fnlherit.htm DOCUMENT TYPE SC 13G TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Name of Issuer: HERITAGE FINANCIAL CORP Title of Class of Securities: Common Stock CUSIP Number: 42722X106 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N

November 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480

October 31, 2024 SC 13G

HFWA / Heritage Financial Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heritage Financial Corp/WA (Name of Issuer) Common Stock (Title of Class of Securities) 42722X106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

October 24, 2024 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.23 PER SHARE

FOR IMMEDIATE RELEASE DATE: October 24, 2024 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND OF $0.

October 24, 2024 EX-99.2

INVESTOR PRESENTATION Q3 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q3 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

October 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 24, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 23, 2024 EX-10.1

Employment Agreement between Heritage Financial Corporation and Nicholas Bley, dated July 23, 2024

Exhibit 10.1 HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into effective as of July 23, 2024, by and between HERITAGE FINANCIAL CORPORATION and NICHOLAS BLEY. As used in this Agreement, capitalized terms have the meanings set forth in Section 20. RECITALS A. Heritage Bank is a wholly-owned subsidiary of the Company. B. The Company desires to emp

October 23, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 23, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 23, 2024 EX-99.1

Nicholas Bley Named Chief Operating Officer at Heritage Bank

Exhibit 99.1 Nicholas Bley Named Chief Operating Officer at Heritage Bank OLYMPIA, Wash., October 23, 2024 – Heritage Financial Corporation (Nasdaq: HFWA) (the “Company” or “Heritage”), the parent company of Heritage Bank (the “Bank”), announces that Nicholas (“Nic”) Bley will become the Executive Vice President and Chief Operating Officer (“COO”) of Heritage Bank and Executive Vice President of H

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERI

July 25, 2024 EX-99.2

INVESTOR PRESENTATION Q2 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q2 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

July 25, 2024 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 25, 2024 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND Second Quarter 2024 Highlights •Net income was $14.

July 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 25, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 1, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 1, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdic

July 1, 2024 EX-10.1

Transitional Employment Agreement between Heritage Financial Corporation and Jeffrey J. Deuel dated July 1,2024

Exhibit 10.1 HERITAGE FINANCIAL CORPORATION TRANSITIONAL EMPLOYMENT AGREEMENT This TRANSITIONAL EMPLOYMENT AGREEMENT is made and entered into effective as of July 1, 2024, by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J. DEUEL (“Executive”). As used in this Agreement, capitalized terms have the meanings set forth in Section 25. RECITALS A. Executive is currently employe

July 1, 2024 EX-99.1

Heritage Financial Announces CEO Succession Plan Retiring Chief Executive Jeff Deuel Remains CEO of Heritage Financial Corporation until May 2025; Bryan McDonald Named President and CEO of Heritage Bank and President of Heritage Financial Corporation

Heritage Financial Announces CEO Succession Plan Retiring Chief Executive Jeff Deuel Remains CEO of Heritage Financial Corporation until May 2025; Bryan McDonald Named President and CEO of Heritage Bank and President of Heritage Financial Corporation OLYMPIA, Wash.

July 1, 2024 EX-10.2

by and between Heritage

Exhibit 10.2 HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into effective as of July 1, 2024, by and between HERITAGE FINANCIAL CORPORATION and BRYAN MCDONALD. As used in this Agreement, capitalized terms have the meanings set forth in Section 20. RECITALS A. Executive is currently employed by the Company pursuant to that certain Employment Agree

June 18, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCI

May 7, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 6, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

April 26, 2024 EX-99.2

INVESTOR PRESENTATION Q1 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q1 2024 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

April 26, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 25, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

April 26, 2024 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: April 25, 2024 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2024 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $5.

March 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 22, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

February 27, 2024 EX-97.0

Heritage Financial Corporation Clawback Policy

HERITAGE FINANCIAL CORPORATION CLAWBACK POLICY 1.Introduction. The Board of Directors (the “Board”) of Heritage Financial Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below)

February 27, 2024 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization HBCDE, LLC 100.0% Washington HBCDE Partner, LLC 100.0% Washington HBCDE Sub-CDE 1, LLC 100.0% Washington HBCDE Sub-CDE 2, LLC 100.0% Washington HBCDE Sub-CDE 3, LLC 100.0% Washington HBCDE Sub-CDE 4, LLC 100.0% Washington Herit

February 27, 2024 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the “Company”) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney to sign, in their name and behalf and in any and all capacities stated below, the Company’s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, and likewise to sign any and all amendment

February 27, 2024 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-271716, No. 333-87599 and No. 333-197614 on Form S-8 and No. 333-240150 on Form S-3 of Heritage Financial Corporation of our report dated February 27, 2024 relating to the consolidated financial statements and effectiveness of internal control over f

February 27, 2024 EX-10.25

Employment Agreement by and between Heritage and Mathew T. Ray

Heritage Financial Corporation Employment Agreement This Employment Agreement is made and entered into on September , 2022, effective as of January 1, 2023, by and between Heritage Financial Corporation and Matthew T.

February 27, 2024 EX-4.2

Description of Common Stock and Preferred Stock

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK General Heritage's authorized capital stock consists of: •50,000,000 shares of common stock, no par value per share; and •2,500,000 shares of preferred stock, no par value per share. As of December 31, 2023, there were 34,906,233 shares of our common stock outstanding, and no shares of our preferred stock outstanding. Heritage’s common st

February 27, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE

February 14, 2024 SC 13G

HFWA / Heritage Financial Corporation / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heritage Financial Corp/WA (Name of Issuer) Common Stock (Title of Class of Securities) 42722X106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 13, 2024 SC 13G/A

HFWA / Heritage Financial Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01110-heritagefinancialcor.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Heritage Financial Corp/WA Title of Class of Securities: Common Stock CUSIP Number: 42722X106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

February 9, 2024 SC 13G/A

HFWA / Heritage Financial Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Heritage Financial Corp/WA (Name of Issuer) Common Stock (Title of Class of Securities) 42722X106 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

February 7, 2024 EX-99.1

Heritage Financial Corporation Announces that Director Eric K. Chan Resigned from the Board of Directors

Exhibit 99.1 For Immediate Release February 7, 2024 Heritage Financial Corporation Announces that Director Eric K. Chan Resigned from the Board of Directors Olympia, WA, February 7, 2024/ PRNewswire/ - Heritage Financial Corporation (“Company”) (Nasdaq: HFWA), the holding company for Heritage Bank (“Bank”), announced that on February 6, 2024 Director Eric K. Chan that he resigned from the Boards o

February 7, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): February 6, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

January 29, 2024 EX-99.2

INVESTOR PRESENTATION Q4 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q4 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

January 29, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 25, 2024 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

January 29, 2024 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: January 25, 2024 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $6.

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480

October 19, 2023 EX-99.2

INVESTOR PRESENTATION Q3 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q3 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

October 19, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 19, 2023 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 19, 2023 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: October 19, 2023 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $18.

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERI

July 20, 2023 EX-99.2

INVESTOR PRESENTATION Q2 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, are based on certain

INVESTOR PRESENTATION Q2 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

July 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 20, 2023 HERITAGE FINAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 20, 2023 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 20, 2023 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 20, 2023 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $16.

June 23, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCI

May 8, 2023 EX-4.5

Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan

EX-4.5 3 ex-45.htm EX-4.5 Exhibit 4.5 HERITAGE FINANCIAL CORPORATION 2023 OMNIBUS EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity Plan (the “Plan”). The Award shall b

May 8, 2023 EX-5.0

Consent of Breyer & Associates PC (contained in opinion filed as Exhibit 5.0)

Exhibit 5.0 [Letterhead of Breyer & Associates PC] May 8, 2023 Board of Directors Heritage Financial Corporation 201 Fifth Avenue S.W. Olympia, Washington 98501 Ladies and Gentlemen: We have acted as special counsel to Heritage Financial Corporation, a Washington corporation (the “Corporation”), in connection with the preparation and filing with the Securities and Exchange Commission of the Regist

May 8, 2023 EX-FILING FEES

Filing Fee Table

Exhibit-Filing Fees Calculation of Filing Fee Table Form S-8 (Form Type) Heritage Financial Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, no par value Rule 457(c) and Rule 457(h) 1,250,000(1) $16.

May 8, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1857900 (Stat

As filed with the Securities and Exchange Commission on May 8, 2023 Registration No.

May 8, 2023 EX-4.6

Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan

EX-4.6 4 ex-46.htm EX-4.6 Exhibit 4.6 HERITAGE FINANCIAL CORPORATION 2023 OMNIBUS EQUITY PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT The Participant specified below is hereby granted a performance-based restricted stock unit award (the “Award”) by Heritage Financial Corporation, a Washington corporation (the “Company”), under the Heritage Financial Corporation 2023 Omnibus Equity

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

May 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 3, 2023 HERITAGE FINANCI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 3, 2023 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

April 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 20, 2023 HERITAGE FINA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 20, 2023 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

April 20, 2023 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: April 20, 2023 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2023 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $20.

April 20, 2023 EX-99.2

INVESTOR PRESENTATION Q1 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are not statements of historical fact, are based on certai

INVESTOR PRESENTATION Q1 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

March 22, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

March 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 a2022def14a-additionalmate.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of t

February 24, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE

February 24, 2023 EX-4.2

Description of Common Stock and Preferred Stock

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK General Heritage's authorized capital stock consists of: •50,000,000 shares of common stock, no par value per share; and •2,500,000 shares of preferred stock, no par value per share. As of December 31, 2022, there were 35,106,697 shares of our common stock outstanding, and no shares of our preferred stock outstanding. Heritage’s common st

February 24, 2023 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-87599 and No. 333-197614 on Form S-8 and No. 333-240150 on Form S-3 of Heritage Financial Corporation of our report dated February 24, 2023 relating to the consolidated financial statements and effectiveness of internal control over financial reporti

February 24, 2023 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization HBCDE, LLC 100.0% Washington HBCDE Partner, LLC 100.0% Washington HBCDE Sub-CDE 1, LLC 100.0% Washington HBCDE Sub-CDE 2, LLC 100.0% Washington HBCDE Sub-CDE 3, LLC 100.0% Washington HBCDE Sub-CDE 4, LLC 100.0% Washington Herit

February 24, 2023 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the “Company”) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney to sign, in their name and behalf and in any and all capacities stated below, the Company’s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, and likewise to sign any and all amendment

February 10, 2023 SC 13G

HFWA / Heritage Financial Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Heritage Financial Corp/WA (Name of Issuer) Common Stock (Title of Class of Securities) 42722X106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 9, 2023 SC 13G/A

HFWA / Heritage Financial Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Heritage Financial Corp./WA Title of Class of Securities: Common Stock CUSIP Number: 42722X106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 27, 2023 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: January 26, 2023 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $22.

January 27, 2023 EX-99.2

INVESTOR PRESENTATION Q4 2022 2 Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: • the U.S. and global economies, and co

INVESTOR PRESENTATION Q4 2022 2 Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: • the U.

January 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 26, 2023 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

December 21, 2022 EX-99.1

Exhibit 99.1 For Immediate Release December 21, 2022 Heritage Financial Corporation Appoints Eric Chan to its Board of Directors Olympia, WA, December 21, 2022/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (Nasdaq: HFWA) is pleased to ann

EX-99.1 2 pressreleaseannouncingne.htm EX-99.1 Exhibit 99.1 For Immediate Release December 21, 2022 Heritage Financial Corporation Appoints Eric Chan to its Board of Directors Olympia, WA, December 21, 2022/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (Nasdaq: HFWA) is pleased to announce the appointment of Eric K. Chan to its Board of Directors. Mr. Chan was also appointed to the Boa

December 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): December 21, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jur

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480

November 9, 2022 EX-10.40

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Jeffrey J. Deuel

2188960.v1 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (?Addendum?) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the ?Company?) and Jeffrey Deuel an employee of the Company (the ?Participant,? and together with the Company, the ?Parties?). RECITALS A. The Company has adopted the Heritage

November 9, 2022 EX-10.43

Deferred Compensation Plan and Participation Agreement by and between Heritage and Tony Chalfant

2188960.v1 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (?Addendum?) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the ?Company?) and Tony Chalfant an employee of the Company (the ?Participant,? and together with the Company, the ?Parties?). RECITALS A. The Company has adopted the Heritage

November 9, 2022 EX-10.41

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J. Hinson

2188960.v1 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (?Addendum?) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the ?Company?) and Donald J. Hinson an employee of the Company (the ?Participant,? and together with the Company, the ?Parties?). RECITALS A. The Company has adopted the Herit

November 9, 2022 EX-10.42

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Bryan D. McDonald

2188960.v1 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (?Addendum?) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the ?Company?) and Bryan McDonald an employee of the Company (the ?Participant,? and together with the Company, the ?Parties?). RECITALS A. The Company has adopted the Heritag

October 20, 2022 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: October 20, 2022 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $21.

October 20, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 20, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 20, 2022 EX-99.2

INVESTOR PRESENTATION Q3 2022 2 Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: • the U.S. and global economies, and co

INVESTOR PRESENTATION Q3 2022 2 Factors that could cause the Company?s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: ? the U.

September 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): September 26, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other ju

September 28, 2022 EX-10.1

Transitional Retirement Agreement made and entered into on September 26, 2022, effective as of January 1, 2023 by and between Heritage Financial Corporation and Cindy M. Hirman

5 Exhibit 10.1 HERITAGE FINANCIAL CORPORATION TRANSITIONAL RETIREMENT AGREEMENT This TRANSITIONAL RETIREMENT AGREEMENT (the ?Agreement?) is made and entered into on September 26, 2022, effective as of January 1, 2023 (the ?Effective Date?), by and between HERITAGE FINANCIAL CORPORATION and CINDY M. HIRMAN (f/k/a Cindy Huntley) (?Executive?). Unless specifically defined herein, capitalized terms ha

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT T

Table of Content UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERIT

July 21, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 21, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 21, 2022 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 21, 2022 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $18.

July 21, 2022 EX-99.2

INVESTOR PRESENTATION Q2 2022 2 Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: • the U.S. and global economies, and co

INVESTOR PRESENTATION Q2 2022 2 Factors that could cause the Company?s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: ? the U.

June 28, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

11-K 1 hfwa-12312021x11k.htm 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

May 4, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

May 4, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 3, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

April 21, 2022 EX-99.2

INVESTOR PRESENTATION Q1 2022 2 Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: • the effect of the COVID-19 pandemic,

INVESTOR PRESENTATION Q1 2022 2 Factors that could cause the Company?s actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: ? the effect of the COVID-19 pandemic, including on the Company?s credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.

April 21, 2022 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: April 21, 2022 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2022 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $19.

April 21, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 21, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

March 18, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 18, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 a2022heritageproxy.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commi

March 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): March 11, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

February 25, 2022 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the ?Company?) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney to sign, in their name and behalf and in any and all capacities stated below, the Company?s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, and likewise to sign any and all amendment

February 25, 2022 EX-4.2

Description of Capital Stock of Capital Stock

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK General Heritage's authorized capital stock consists of: ?50,000,000 shares of common stock, no par value per share; and ?2,500,000 shares of preferred stock, no par value per share. As of December 31, 2021, there were 35,105,779 shares of our common stock outstanding, and no shares of our preferred stock outstanding. Heritage?s common st

February 25, 2022 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statements No. 333-87599 and No. 333-197614 on Form S-8 and No. 333-240150 on Form S-3 of Heritage Financial Corporation of our report dated February 24, 2022 relating to the consolidated financial statements and effectiveness of internal control over financial reporti

February 25, 2022 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization HBCDE, LLC 100.0% Washington HBCDE Partner, LLC 100.0% Washington HBCDE Sub-CDE 1, LLC 100.0% Washington HBCDE Sub-CDE 2, LLC 100.0% Washington HBCDE Sub-CDE 3, LLC 100.0% Washington HBCDE Sub-CDE 4, LLC 100.0% Washington Herit

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE

February 10, 2022 SC 13G/A

HFWA / Heritage Financial Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Heritage Financial Corp./WA Title of Class of Securities: Common Stock CUSIP Number: 42722X106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 27, 2022 EX-99.2

INVESTOR PRESENTATION Q4 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of opera

INVESTOR PRESENTATION Q4 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

January 27, 2022 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: January 27, 2022 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $19.

January 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 27, 2022 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

November 9, 2021 EX-99.1

Exhibit 99.1 For Immediate Release November 9, 2021 Heritage Financial Corporation Appoints Trevor Dryer and Gail Giacobbe to its Board of Directors Olympia, WA, November 9, 2021/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA

Exhibit 99.1 For Immediate Release November 9, 2021 Heritage Financial Corporation Appoints Trevor Dryer and Gail Giacobbe to its Board of Directors Olympia, WA, November 9, 2021/PRNewswire/ ? Heritage Financial Corporation (?Heritage?) (NASDAQ: HFWA), is pleased to announce the appointment of Trevor Dryer and Gail Giacobbe to its Board of Directors. Mr. Dryer and Ms. Giacobbe were also appointed

November 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): November 9, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480

October 22, 2021 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: October 21, 2021 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $20.

October 22, 2021 EX-99.2

INVESTOR PRESENTATION Q3 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of opera

INVESTOR PRESENTATION Q3 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

October 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 21, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERI

July 23, 2021 EX-99.2

INVESTOR PRESENTATION Q2 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of opera

INVESTOR PRESENTATION Q2 2021 2 The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

July 23, 2021 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 22, 2021 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $32.

July 23, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 22, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 6, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 1, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdic

July 6, 2021 EX-10.1

Addendum to Employment Agreement - Bryan D. McDonald

Exhibit 10.1 Heritage Financial Corporation Addendum to Employment Agreement This Addendum to Employment Agreement is made and entered into and effective as of July 1, 2021 (the ?Addendum Date?), by and between Heritage Financial Corporation (the ?Company?) and Bryan McDonald (?Executive,? and together with Executive, the ?Parties?). A.Executive and the Company are parties to that certain Employme

July 6, 2021 EX-99.1

Bryan D. McDonald Named President and Chief Operating Officer of Heritage Bank

Exhibit 99.1 For Immediate Release July 1, 2021 Bryan D. McDonald Named President and Chief Operating Officer of Heritage Bank Olympia, WA, July 1, 2021/PRNewswire/ ? Heritage Financial Corporation (?Heritage?) (NASDAQ: HFWA), Jeffrey J. Deuel, President and Chief Executive Officer of Heritage Financial Corporation (?Company?) announced today that effective July 1, 2021 Bryan D. McDonald was named

June 24, 2021 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCI

May 5, 2021 EX-10.34

Form of Split Dollar Agreement, dated May 3, 2021, by and between Heritage Bank and Tony Chalfant

1 HERITAGE BANK ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT (By and Between HERITAGE BANK and ) Insurer/Policy: Employer/Bank Insured: Relationship of Insured to Bank: Effective Date: HERITAGE BANK Executive , 2021 The respective rights and duties of Heritage Bank (hereinafter the ?Bank?), a state chartered commercial bank with its principal offices located in the city of Olympia, Washington, and (?Insured?) in the above-referenced Policy(ies) shall be pursuant to the terms set forth below: A.

May 5, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 4, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

May 5, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

April 22, 2021 EX-99.2

1 Investor Presentation Q1 2021 2 Forward – Looking Statements The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, finan

1 Investor Presentation Q1 2021 2 Forward ? Looking Statements The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

April 22, 2021 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND

EX-99.1 2 a8-kexhibit991033121.htm EX-99.1 FOR IMMEDIATE RELEASE DATE: April 22, 2021 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2021 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $25.3 million, or $0.70 per diluted share, for the quarter ended March 31, 2021, compared to $23.9 million, or $0.66 per diluted share, for the linked-quarter ended December 31, 2020 and $12.2 million, or $0

April 22, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 22, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

March 19, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 19, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 2, 2021 EX-99.1

1 Investor Presentation Q4 2020 2 Forward – Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financ

investorpresentationq412 1 Investor Presentation Q4 2020 2 Forward – Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

March 2, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): March 1, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

February 26, 2021 EX-4.2

Description of Capital Stock

EXHIBIT 4.2 DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK General Heritage's authorized capital stock consists of: ?50,000,000 shares of common stock, no par value per share; and ?2,500,000 shares of preferred stock, no par value per share. As of December 31, 2020, there were 35,912,243 shares of our common stock outstanding, and no shares of our preferred stock outstanding. Heritage?s common st

February 26, 2021 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statements (No. 333-57513, No. 333-71415, No. 333-87599, No. 333-88976, No. 333-88980, No. 333-88982, No. 333-134473, No. 333-134474, No. 333‑134475, No. 333-167146, No. 333-192985 and No. 333-197614) on Form S-8 and (No. 333-156271, No. 333‑167145 and No. 333-240150)

February 26, 2021 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the ?Company?) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney to sign, in their name and behalf and in any and all capacities stated below, the Company?s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, and likewise to sign any and all amendment

February 26, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE

February 26, 2021 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization Heritage Bank 100.0% Washington Washington Banking Master Trust 100.0% Delaware Heritage Investment Services, Inc. 100.0% Washington

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Heritage Financial Corp./WA Title of Class of Securities: Common Stock CUSIP Number: 42722X106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is

January 29, 2021 EX-99.2

1 Investor Presentation Q4 2020 2 Forward – Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financ

1 Investor Presentation Q4 2020 2 Forward ? Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

January 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 28, 2021 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

January 29, 2021 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: January 28, 2021 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND ?Net income was $23.

December 21, 2020 EX-99.1

Heritage Financial Corporation Appoints Fred Rivera to its Board of Directors

Exhibit 99.1 For Immediate Release December 21, 2020 Heritage Financial Corporation Appoints Fred Rivera to its Board of Directors Olympia, WA, December 21, 2020/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA), is pleased to announce the appointment of Fred Rivera to its Board of Directors. Mr. Rivera was also appointed to the Board of Director of Heritage’s wholly-owned s

December 21, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): December 17, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jur

November 9, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480

October 22, 2020 EX-99.2

Investor Presentation Q3 2020 1 Forward – Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financia

investorpresentationq309 Investor Presentation Q3 2020 1 Forward – Looking Statement The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

October 22, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 22, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 22, 2020 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: October 22, 2020 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net income was $16.

August 5, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERI

July 28, 2020 EX-4.4

Form of Subordinated Indenture

Exhibit 4.4 HERITAGE FINANCIAL CORPORATION TO as Trustee INDENTURE Dated as of , 202 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page INDENTURE 1 RECITALS OF THE COMPANY 1 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents

July 28, 2020 EX-4.3

Form of Senior Indenture

Exhibit 4.3 HERITAGE FINANCIAL CORPORATION TO as Trustee INDENTURE Dated as of , 202 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page INDENTURE 1 RECITALS OF THE COMPANY 1 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 1 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103. Form of Documents Delive

July 28, 2020 S-3ASR

-

As filed with the Securities and Exchange Commission on July 28, 2020 Registration No.

July 24, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 23, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 24, 2020 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 23, 2020 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND •Net loss was $6.

July 24, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 23, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 24, 2020 EX-99.1

Investor Presentation Q2 2020 1 R: 20 Forward – Looking Statement G: 80 The COVID-19, pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our busin

investorpresentationq220 Investor Presentation Q2 2020 1 R: 20 Forward – Looking Statement G: 80 The COVID-19, pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain.

June 30, 2020 EX-10.1

Employment Agreement by and between Heritage and Tony Chalfant

Exhibit 10.1 HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on June 25, 2020, effective as of July 1, 2020, by and between HERITAGE FINANCIAL CORPORATION and TONY CHALFANT. As used in this Agreement, capitalized terms have the meanings set forth in Section 20. RECITALS A.Executive is currently employed by Heritage Bank pursuant to that certai

June 30, 2020 EX-3.3

Amended and Restated Bylaws of the Company

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF HERITAGE FINANCIAL CORPORATION AMENDED AND RESTATED BYLAWS OF HERITAGE FINANCIAL CORPORATION TABLE OF CONTENTS Page ARTICLE 1 - MEETINGS OF SHAREHOLDERS 1 Section 1.1- Shareholder Meetings 1 Section 1.2 - Annual Meeting 1 Section 1.3 - Special Meetings 1 Section 1.4 - Notice 1 Section 1.5 - Quorum 1 Section 1.6 - Adjournment. 1 Section 1.7 - Chairman of M

June 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): June 30, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

June 30, 2020 EX-10.2

Transitional Retirement Agreement by and between Heritage and David A. Spurling

Exhibit 10.2 HERITAGE FINANCIAL CORPORATION TRANSITIONAL RETIREMENT AGREEMENT This TRANSITIONAL RETIREMENT AGREEMENT (the “Agreement”) is made and entered into on June 25, 2020, effective as of August 1, 2020 (the “Effective Date”), by and between HERITAGE FINANCIAL CORPORATION and DAVID A. SPURLING. Unless specifically defined herein, capitalized terms have the meanings set forth in the Prior Agr

June 30, 2020 EX-10.3

Deferred Compensation Plan and Participation Agreement by and between Heritage and Tony Chalfant

Exhibit 10.3 HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT This Participation Agreement (“Participation Agreement”) is entered into as of June 25, 2020, effective as of July 1, 2020 (the “Award Date”), by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and TONY CHALFANT, an employee of the Company (the “Participant”). Except for terms defined herein,

June 26, 2020 11-K

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-29480 HERITAGE FINANCIAL CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST

June 8, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): June 8, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdic

June 8, 2020 EX-99.1

Investor Presentation Q1 2020 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are sub

investorpresentationq120 Investor Presentation Q1 2020 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: B: 155 • The effect of the COVID-19 pandemic, including on Heritage’s credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.

June 1, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 29, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdic

June 1, 2020 EX-99.1

Heritage Financial Announces Chief Credit Officer Succession Plan

Heritage Financial Announces Chief Credit Officer Succession Plan OLYMPIA, Wash., May 29, 2020 – Heritage Financial Corporation (Nasdaq: HFWA), parent company of Heritage Bank, has named Tony Chalfant to succeed Dave Spurling as Chief Credit Officer (“CCO”) of Heritage Bank effective July 1, 2020. Spurling will continue to assist with the Bank’s credit needs until his retirement on July 31, 2020.

May 7, 2020 EX-99.1

Investor Presentation Q1 2020 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are sub

investorpresentationq120 Investor Presentation Q1 2020 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: B: 155 • The effect of the COVID-19 pandemic, including on Heritage’s credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.

May 7, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 6, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

May 5, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCIAL CO

May 5, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): May 4, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdict

April 30, 2020 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: April 30, 2020 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER 2020 RESULTS AND DECLARES REGULAR CASH DIVIDEND • Diluted earnings per share were $0.

April 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 30, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

April 10, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): April 8, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

April 10, 2020 EX-99.1

Heritage Financial Announces Change to Virtual Webcast for 2020 Annual Shareholders’ Meeting

Exhibit 99.1 FOR IMMEDIATE RELEASE DATE: April 8, 2020 Heritage Financial Announces Change to Virtual Webcast for 2020 Annual Shareholders’ Meeting Olympia, WA, April 8, 2020/ PRNewswire/ - Heritage Financial Corporation (“Company” or “Heritage”) (Nasdaq: HFWA) announced today a change of its 2020 annual shareholders’ meeting. Due to the continuing public health impact of the coronavirus outbreak

April 9, 2020 DEFA14A

HFWA / Heritage Financial Corp. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 19, 2020 DEF 14A

HFWA / Heritage Financial Corp. DEF 14A - - 2020 PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 19, 2020 DEFA14A

HFWA / Heritage Financial Corp. DEFA14A - - OTHER ADDITIONAL PROXY MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 16, 2020 EX-99.1

HERITAGE FINANCIAL AUTHORIZES NEW STOCK REPURCHASE PROGRAM

Exhibit 99.1 FOR IMMEDIATE RELEASE DATE: March 12, 2020 HERITAGE FINANCIAL AUTHORIZES NEW STOCK REPURCHASE PROGRAM OLYMPIA, Wash., March 12, 2020 /PRNewswire/ - Heritage Financial Corporation ("Company") (Nasdaq: HFWA), announced that its Board of Directors has authorized the repurchase of up to 5% of the Company's outstanding shares or approximately 1.8 million shares. The number, timing and pric

March 16, 2020 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): March 12, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisd

February 28, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE F

February 28, 2020 EX-21.0

Subsidiaries of the Company

EXHIBIT 21.0 Subsidiaries of the Registrant Parent Heritage Financial Corporation Subsidiaries Percentage Owned State or Other Jurisdiction of Incorporation or Organization Heritage Bank 100% Washington Washington Banking Master Trust 100% Delaware

February 28, 2020 EX-23.0

Consent of Independent Registered Public Accounting Firm

EXHIBIT 23.0 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statements (No. 333-57513, No. 333-71415, No. 333-87599, No. 333-88976, No. 333-88980, No. 333-88982, No. 333-134473, No. 333-134474, No. 333‑134475, No. 333-167146, No. 333-192985 and No. 333-197614) on Form S-8 and (No. 333-156271 and No. 333‑167145) on Form S-3 of H

February 28, 2020 EX-24.0

Power of Attorney

EXHIBIT 24.0 Power of Attorney The directors of Heritage Financial Corporation (the “Company”) whose signatures appear below, hereby appoint Jeffrey J. Deuel as their attorney to sign, in their name and behalf and in any and all capacities stated below, the Company’s Annual Report on Form 10-K pursuant to Section 13 of the Securities Exchange Act of 1934, and likewise to sign any and all amendment

February 12, 2020 SC 13G/A

HFWA / Heritage Financial Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Heritage Financial Corp/WA Title of Class of Securities: Common Stock CUSIP Number: 42722X106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is f

January 29, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 29, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

January 29, 2020 EX-99.1

Investor Presentation Q4 2019 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are sub

investorpresentationq420 Investor Presentation Q4 2019 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: B: 155 • The expected revenues, cost savings, synergies and o

January 23, 2020 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2019 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: January 23, 2020 HERITAGE FINANCIAL ANNOUNCES FOURTH QUARTER AND ANNUAL 2019 RESULTS AND DECLARES REGULAR CASH DIVIDEND • Diluted earnings per share were $0.

January 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): January 23, 2020 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

November 6, 2019 EX-10.23

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and David A. Spurling

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and DAVID A.

November 6, 2019 EX-10.22

Employment Agreement by and between Heritage and Donald J. Hinson

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on November 4, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and DONALD J.

November 6, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCIA

November 6, 2019 EX-10.37

Employment Agreement by and between Heritage and William Glasby

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on November 4, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and WILLIAM GLASBY.

November 6, 2019 EX-10.27

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Bryan D. McDonald

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and BRYAN MCDONALD, an employee of the Company (the “Participant,” and together with the Company, the “Parties”).

November 6, 2019 EX-10.16

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J. Hinson

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and DONALD J.

November 6, 2019 EX-10.24

Employment Agreement by and between Heritage and David A. Spurling

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on November 4, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and DAVID A.

November 6, 2019 EX-10.35

Employment Agreement by and between Heritage and Cindy Huntley

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on November 4, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and CINDY HUNTLEY.

November 6, 2019 EX-10.36

Deferred Compensation Plan and Participation Agreement by and between Heritage and Cindy Huntley

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT This Participation Agreement (“Participation Agreement”) is entered into as of November 4, 2019 (the “Award Date”) by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and CINDY HUNTLEY, an employee of the Company (the “Participant”).

November 6, 2019 EX-10.33

Employment Agreement by and between Heritage and Bryan McDonald

HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on November 4, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and BRYAN MCDONALD.

November 6, 2019 EX-10.15

Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Jeffrey J. Deuel

HERITAGE FINANCIAL CORPORATION DEFERRED COMPENSATION PLAN PARTICIPATION AGREEMENT - ADDENDUM This Participation Agreement Addendum (“Addendum”) is hereby entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and JEFFREY J.

October 31, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 30, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 31, 2019 EX-99.1

Investor Presentation Q3 2019 Jeff Deuel, President and Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statement

investorpresentationq320 Investor Presentation Q3 2019 Jeff Deuel, President and Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer 1 R: 20 Forward – Looking Statement G: 80 This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: B: 155 • The expected revenues, cost savings, s

October 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): October 24, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other juri

October 25, 2019 EX-99.1

HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2019 RESULTS AND DECLARES REGULAR AND SPECIAL CASH DIVIDENDS

FOR IMMEDIATE RELEASE DATE: October 24, 2019 HERITAGE FINANCIAL ANNOUNCES THIRD QUARTER 2019 RESULTS AND DECLARES REGULAR AND SPECIAL CASH DIVIDENDS • Diluted earnings per share were $0.

August 8, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCIAL COR

July 30, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 (State or other jurisdiction of incorporation) (C

July 30, 2019 EX-99.1

Investor Presentation Q2 2019 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer FORWARD – LOOKING STATEMENT This presentation contains forward-looking statements that are subject to risks

hfwainvestorpresentation Investor Presentation Q2 2019 Jeff Deuel, Chief Executive Officer Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer FORWARD – LOOKING STATEMENT This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: • The expected revenues, cost savings, synergies and other benefits from ou

July 26, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Dated of earliest event reported): July 25, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Commission File Number 000-29480 Washington 91-1857900 (State or other jurisdi

July 26, 2019 EX-99.1

HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2019 RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: July 25, 2019 HERITAGE FINANCIAL ANNOUNCES SECOND QUARTER 2019 RESULTS AND DECLARES REGULAR CASH DIVIDEND • Earnings per share were $0.

July 1, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 000-29480 91-1857900 (State or other jurisdiction of incorporation) (

July 1, 2019 EX-99.1

Heritage Financial Names Jeffrey J. Deuel President and CEO and Appoints him to the Board of Directors

Exhibit 99.1 Heritage Financial Names Jeffrey J. Deuel President and CEO and Appoints him to the Board of Directors OLYMPIA, Wash., July 1, 2019 – Heritage Financial Corporation (Nasdaq: HFWA) (“Company”), parent company of Heritage Bank (“Bank”), announced today that Jeffrey J. Deuel was named president and CEO and appointed to the board of directors. As part of the CEO succession plan previously

July 1, 2019 EX-10.1

Employment Agreement by and between Heritage and Jeffery J. Deuel

Exhibit 10.1 HERITAGE FINANCIAL CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into on June 27, 2019, effective as of July 1, 2019, by and between HERITAGE FINANCIAL CORPORATION and JEFFREY J. DEUEL. As used in this Agreement, capitalized terms have the meanings set forth in Section 20. RECITALS A.Executive is currently employed by the Company pursuant to that certa

June 27, 2019 11-K

HFWA / Heritage Financial Corp. 11-K - - 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-29480 HERITAGE FINANCIAL CORPORATION 401(k) PROFIT SHARING PLAN AND TRUST

May 9, 2019 EX-10.34

Form of First Amendment to Split Dollar Agreements

FIRST AMENDMENT TO THE HERITAGE BANK ENDORSEMENT METHOD SPLIT DOLLAR AGREEMENT (By and Between HERITAGE BANK and ) This First Amendment to the Heritage Bank Endorsement Method Split Dollar Agreement (hereinafter “Amendment”) is made and entered into effective this , 2019, by and between Heritage Bank (“Bank”), and (“Insured”).

May 9, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HER

May 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 (State or other jurisdiction of incorporation) (Com

May 7, 2019 EX-99.1

Q1 2019 Investor Presentation Brian Vance, Chief Executive Officer – Heritage Financial Corporation Jeff Deuel, Chief Executive Officer – Heritage Bank Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer FORWARD – LOOKING STAT

q12019investorpresentati Q1 2019 Investor Presentation Brian Vance, Chief Executive Officer – Heritage Financial Corporation Jeff Deuel, Chief Executive Officer – Heritage Bank Bryan McDonald, Chief Operating Officer Don Hinson, Chief Financial Officer FORWARD – LOOKING STATEMENT This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not l

May 2, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2019 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 0-29480 91-1857900 (State or other jurisdiction of incorporation) (Com

April 26, 2019 EX-99.1

HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER RESULTS AND DECLARES REGULAR CASH DIVIDEND

FOR IMMEDIATE RELEASE DATE: April 25, 2019 HERITAGE FINANCIAL ANNOUNCES FIRST QUARTER RESULTS AND DECLARES REGULAR CASH DIVIDEND • Diluted earnings per common share were $0.

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