What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-27 · 78 added, 74 removed, 99 unchanged (61% of the section changed)

6 unchanged sentences

(a) Management’s report on internal control over financial reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Company’s internal control system is designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements.

Nonetheless, all internal control systems, no matter how well designed, have inherent limitations.

Even systems determined to be effective as of a particular date can provide only reasonable assurance with respect to financial statement preparation and presentation and may not eliminate the need for restatements.

The Company’s management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting.

The Company’s internal control system is designed to provide reasonable assurance to our management and the Board regarding the preparation and fair presentation of published financial statements.

Internal control over financial reporting includes self-monitoring mechanisms and taking action to correct deficiencies as they are identified.

Because of inherent limitations in any system of internal control, no matter how well designed, misstatements due to error or fraud may occur and not be detected, including the possibility of the circumvention or overriding of controls.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation and may not eliminate the need for restatements.

Further, because of changes in conditions, internal control effectiveness may vary over time.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control—Integrated Framework .

Based on our assessment, we believe that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on these criteria.

Based on its assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting was effective based on these criteria.

Crowe LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024, and their report is included in Item 8.

Financial Statements And Supplementary Data.

Financial Statements And Supplementary Data of this Form 10-K.

(b) Attestation report of the registered public accounting firm.

Financial Statements And Supplementary Data.

Financial Statements And Supplementary Data of this Form 10-K.

1 unchanged sentence

OTHER INFORMATION

(b) During the three months ended December 31, 2023, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

During the fiscal quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning directors of the registrant is incorporated by reference to the section entitled “Proposal 1 - Election of Directors” of our Proxy Statement.

For information regarding the executive officers of the Company, see Item 1.

Business—Executive Officers.

The required information with respect to compliance with Section 16(a) of the Exchange Act, “Delinquent Section 16(a) Reports” was not incorporated in the Proxy Statement as disclosure was not required.

The Company has adopted a written Code of Ethics that applies to our directors, officers and employees.

The Code of Ethics can be accessed electronically by visiting the Company’s website at www.hf-wa.com in the section titled Overview:

Governance Documents.

Any changes to or waiver of our Code of Ethics will be posted on that website.

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors since last disclosed to stockholders.

The Audit and Finance Committee is composed of independent directors, in accordance with the requirements for companies listed on The Nasdaq Stock Market ("Nasdaq") and applicable SEC rules for audit committee members.

The members of the Audit and Finance Committee are Brian S.

Charneski (Chair), Deborah J.

Gavin, Trevor D.

Dryer, and Jeffery S.

Lyon, each of whom is deemed independent, as independence for audit committee members is defined in the listing standards of The Nasdaq Stock Market ("Nasdaq") and applicable SEC rules, have been determined by the Board to be “audit committee financial experts,” as defined by the SEC.

Certain of the information required by this Item 10 will be included in the Company’s Proxy Statement under the headings “Director Nominees,” “Board Structure,” “Proposal 1– Election of Directors,” “Meetings and Committees of the Board of Directors,” “Corporate Governance,” “Director Compensation,” “Compensation Discussion and Analysis,” “Shareholder Proposals” and "Information About our Executive Officers" and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year.

EXECUTIVE COMPENSATION

Information concerning executive and director compensation and certain matters regarding participation in the Company’s Compensation Committee required by this item is incorporated by reference to the headings “Executive Compensation,” “Director Compensation,” “Report of the Compensation Committee,” and "CEO Pay Ratio" of the Proxy Statement.

The information required by this Item 11 will be included in the Company’s Proxy Statement under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Report of the Compensation Committee” and “Executive Compensation” (excluding “Pay Versus Performance”) and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information concerning security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement.

The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

The following table summarizes the activity within the Company’s stock-based compensation plans as of December 31, 2023, all of which have been approved by shareholders:

Plan Category Number of securities to be issued upon vesting of restricted stock units Weighted average exercise price of outstanding restricted stock units (1)

Number of securities remaining available for future issuance under the equity compensation plan (2)

Equity Compensation Plan Information

The following table summarizes certain information with respect to the compensation plans under which our equity securities are authorized for issuance as of December 31, 2024.

Number of securities to be issued upon exercise of outstanding options, warrants, rights (1)

Weighted-average exercise price of options, warrants and rights (2)

Number of securities remaining available for future issuance under the equity compensation plans (excluding securities reflected in column (a) (3)

Plan Category (a) (b) (c)

Equity compensation plans, all of which have been approved by security holders

480,385 — 938,362

(1) Represents shares that are issuable pursuant to awards of restricted stock units for which there is no applicable exercise price.

(2) All of the securities remaining available for future issuance under the equity compensation plan are available for issuance for stock awards.

Equity compensation plans, not approved by security holders — — —

(1) The securities set forth in this column (a) relate to 278,420 outstanding restricted stock unit awards under the Equity Plan and 201,965 outstanding restricted stock units awards under the 2014 Plan.

(2) The weighted-average exercise price does not reflect the shares that will be issued in connection with the settlement of restricted stock unit awards set forth in column (a), because restricted stock units do not have an exercise price.

(3) The securities set forth in this column (c) include restricted stock units, stock options, restricted stock, and other types of stock awards that remain available for issuance under the Equity Plan.

No future awards may be granted under the 2014 Plan.

Other information required by this Item 12 will be included in the Company’s Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year.

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information concerning certain relationships and related transactions is incorporated by reference to the sections entitled “Meetings and Committees of the Board of Directors" and "Corporate Governance” of the Proxy Statement.

The information required by this Item 13 will be included in the Company’s Proxy Statement under the headings “Proposal 1 - Election of Directors,” “Meetings and Committees of the Board of Directors” and “Corporate Governance” and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accountant fees and services is incorporated by reference to the section entitled “Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

The information required by this Item 14 will be included in the Company’s Proxy Statement under the heading “Proposal 3–Ratification of the Appointment of Independent Registered Public Accounting Firm” and is incorporated herein by reference.

The Proxy Statement will be filed with the SEC pursuant to Regulation 14A within 120 days of the end of the Company’s 2024 fiscal year.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

(1) Financial Statements:

The Consolidated Financial Statements are included in Part II.

Financial Statements And Supplementary Data.

The Consolidated Financial Statements are included in Item 8.

Financial Statements And Supplementary Data of this Form 10-K.

(2) Financial Statements Schedules:

13 unchanged sentences

4.2 Description of Common Stock and Preferred Stock (1)

10.1* Annual Incentive Compensation Plan

10-K 10.5 03/09/2017

Amended 2014 Omnibus Equity Plan

10.1* Heritage Financ ial Co rporation Management Incentive Plan 2024 (1)

10.2* Heritage Financial Corpor a t ion 2014 Omnibus Equity Plan

DEF 14A Appendix A 06/11/2014

First Am endment to the Heritage Financial Corporation 2014 Omnibus Equity Plan

8-K 99.2 02/01/2017

2014 Omnibus Equity Plan

DEF 14A 0 06/11/2014

Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan

3 unchanged sentences

Heritage Financial Corporation 2023 Omnibus Equity Plan

DEF 14A 4.4 03/22/2023

DEF 14A Appendix A 03/22/2023

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

2 unchanged sentences

S-8 4.6 05/08/2023

Employment Agreement by and between Heritage and Jeffery J.

Transitional Employment Agreement, dated July 1, 2024, by and between Heritage Financial Corporation and Jeffery J.

8-K 10.1 07/01/2024

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

10.10* Heritage Financial Corporation Deferred Compensation Plan (1)

10.11* H er i tage Financ ial Co rporation D eferred Compensation Plan Participation Agreement , dated J uly 1, 2012 , by and between Heritage Financial Corporation and Jeffrey J.

8-K 10.6 09/07/2012

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

10.12* He ritage Financ ial Corporation D eferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Jeffrey J.

8-K 10.2 12/22/2016

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

10-Q 10.15 11/06/2019

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

10.13* Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum , dated November 4, 2019 , by and between Heritage Financial Corporation and Jeffrey J.

10.14* Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum , dated November 8, 2022, by and between Heritage Fi nancial Corporation and Jeffrey J.

10-Q 10.40 11/09/2022

Employment Agreement by and between Heritage and Donald J.

10.15* Employment Agreement , dated November 4, 2019 by and between Heritage Financial Corporation and Donald J.

10-Q 10.22 11/06/2019

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

10.16* H eritage Financial Corporation D eferred Compensation Plan Participation Agreement , dated July 1, 2012, by and between Heritage Financial Corporation and Donald J.

8-K 10.7 09/07/2012

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

10.17* He ritage Financial Co rporation D eferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Donald J.

8-K 10.3 12/22/2016

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

10-Q 10.16 11/06/2019

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

10-Q 10.41 11/08/2022

Employment Agreement by and between Heritage and Bryan McDonald

10.18* Herita ge Financial C o rporation D eferred Compensation Plan Participation Agreement - Addendum , dated November 4, 201 9 , by and between Heritage Financial Corporation and Donald J.

10.19* Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum , dated November 8, 2022, by and between Heritage Financ ial Co rporation and Donald J.

10-Q 10.41 11/09/2022

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

10.20* Employment Agreement , dated July 1, 2024, by and between Heritage Financial Corporation and Bryan McDonald

8-K 10.2 07/01/2024

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

10.21* Heritage Financial Co rporation D eferred Compensation Plan Participation Agreement , dated March 9, 2015, by and between Heritage Financial Corpor a tion and Bryan D.

10-K 10.16 03/11/2015

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

10-Q 10.27 11/06/2019

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

10.22* He ritage Financ ial Co rporation D eferred Compensation Plan Participation Agreement - Addendum .

dated De cember 21, 201 6, by and between Heritage Financial Corporation and Bryan D.

8-K 10.4 12/22/2016

10.23* Heritage Financial Corporation D eferred Compensation Plan P articipation Agreement - Addendum , dated November 4, 2 019 , by and between Heritage Financial Corporation and Bryan D.

10.24* Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum .

dated November 8 , 2022, by and between Heritage Financ ial Corporation and Bryan D.

10-Q 10.42 11/09/2022

Addendum to Employment Agreement - Bryan D.

Employment Agreement, dated September 27, 2022 , by and between Heritage Financial Corporation and Mathew T.

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

8-K 10.1 12/19/2024

Employment Agreement by and between Heritage and Mathew T.

Form of Split Dollar Agreements

Form of Heritage Bank Endorsement Method Split Dollar Agreement

10-Q 10.17 08/06/2015

Form of First Amendment to Split Dollar Agreements

Form of First Amendment to the Heritage Bank Endorsement Method Split Dollar Agreement

10-Q 10.34 05/09/2019

Employment Agreement by and between Heritage and Tony Chalfant

8-K 10.1 06/30/2020

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

Employment Agreement , dated June 25, 2020, by and between Heritage Financial Co rpor ation and Tony Chalfant

8-K 10.1 06/30/2020

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

Heri tage Financial Corporation D eferred Compensation Plan Participation Agreement , dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant

8-K 10.3 06/30/2020

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

Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Co rporation and Tony Chalfant

10-Q 10.43 11/09/2022

Heritage Bank Endorsement Method Split Dollar Agreement, dated May 3, 2021, by and between Heritage Bank and Tony Chalfant

10-Q 10.34 05/05/2021

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

8-K 10.1 10/23/2024

H eritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley (1)

Code of Ethics and Conduct Policy (2)

19.0 Heritage Financial Corporation Insider Trading Policy (1)

21.0 Subsidiaries of the Company (1)

4 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

97.0 Policy Relating to Recovery of Erroneously Awarded Compensation (1)

101.INS XBRL Instance Document (1)

97.0 Heritage Financial Corporation Clawback Policy

10-K 97.0 2/27/2024

XBRL Instance Document (1)

101.SCH XBRL Taxonomy Extension Schema Document (1)

13 unchanged sentences

/S/ JEFFREY J.

President and Chief Executive Officer

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2025.

1 unchanged sentence

/S/ JEFFREY J.

President and Chief Executive Officer

Principal Financial Officer:

Chief Executive Officer

Principal Financial Officer and Principal Accounting Officer:

/S/ DONALD J.

3 unchanged sentences

Attorney-in-Fact

pursuant to a power of attorney

February 27, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures