2 unchanged sentences
Our disclosure controls and procedures are designed to ensure that information the Company must disclose in its reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported on a timely basis.
−Removed: Our management has evaluated, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.
+Added: Our management has
+Added: evaluated, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, the Company’s disclosure controls and procedures are effective in ensuring that information relating to the Company, including its consolidated subsidiaries, required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
10 unchanged sentences
Based on its assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on these criteria.
−Removed: 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.
+Added: Crowe LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025, and its report is included in Item 8.
Financial Statements And Supplementary Data of this Form 10-K.
5 unchanged sentences
During the fiscal quarter ended December 31, 2025, 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 .
+Added: Split Dollar Agreement.
+Added: On February 25, 2026, Heritage Bank (the “Bank”), the wholly owned subsidiary of Heritage Financial Corporation, entered into a 2026 Endorsement Method Split Dollar Agreement (the “Split Dollar Agreement”) with Nicholas M.
+Added: The Split Dollar Agreement provides for the payment of a death benefit to a beneficiary (or beneficiaries) designated by Mr.
+Added: Bley in an amount up to 100% of his base salary upon the death of Mr.
+Added: Bley prior to a separation from service and an accelerated benefit of an indeterminable amount (but no more than $500,000) in the event of a chronic or terminal illness prior to separation from service or following a qualifying separation from service.
+Added: The foregoing description of the Split Dollar Agreement is qualified in its entirety by reference to the full text of the Form of Heritage Bank 2026 Endorsement Method Split Dollar Agreement, which is filed as Exhibit 10.40 hereto.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
16 unchanged sentences
Equity compensation plans, not approved by security holders — — —
−Removed: (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.
+Added: (1) The securities set forth in this column (a) represent the shares of common stock underlying 384,249 outstanding restricted stock unit awards under the Equity Plan and 89,579 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.
21 unchanged sentences
Description of Exhibit Form Exhibit Filing Date/Period End Date
+Added: 2.1 Agreement and Plan of Merger, by and between Heritage Financial Corporation and Olympic Bancorp, Inc., dated September 25, 2025**
+Added: 8-K 2.1 09/25/2025
3.1 Amended and Restated Articles of Incorporation
1 unchanged sentence
3.2 Amendment to Amended and Restated Articles of Incorporation
−Removed: S-14A - 03/18/2011
+Added: DEF-14A - 03/18/2011
3.3 Amended and Restated Bylaws of the Company
3 unchanged sentences
4.2 Description of Common Stock and Preferred Stock (1)
−Removed: 10.1* Heritage Financ ial Co rporation Management Incentive Plan 2024 (1)
−Removed: 10.2* Heritage Financial Corpor a t ion 2014 Omnibus Equity Plan
+Added: 10.1* Heritage Financial Corporation Management Incentive Plan 2024
+Added: 10-K 10.1 02/27/2025
+Added: 10.2* Heritage Financial Corporation 2014 Omnibus Equity Plan
DEF 14A Appendix A 06/11/2014
−Removed: First Am endment to the Heritage Financial Corporation 2014 Omnibus Equity Plan
+Added: First Amendment to the Heritage Financial Corporation 2014 Omnibus Equity Plan
8-K 99.2 02/01/2017
12 unchanged sentences
10.10* Heritage Financial Corporation Deferred Compensation Plan
−Removed: 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.
10-K 10.10 02/27/2025
−Removed: 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.
+Added: 10.11* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Jeffrey J.
8-K 10.6 09/07/2012
−Removed: 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.
−Removed: 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.
+Added: 10.12* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Jeffrey J.
+Added: 8-K 10.2 12/22/2016
+Added: 10.13* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Jeffrey J.
+Added: 10-K 10.13 02/27/2025
+Added: 10.14* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Jeffrey J.
10-Q 10.40 11/09/2022
1 unchanged sentence
10-Q 10.22 11/06/2019
−Removed: 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.
+Added: 10.16* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Donald J.
8-K 10.7 09/07/2012
−Removed: 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.
+Added: 10.17* Heritage Financial Corporation Deferred 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
−Removed: 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.
−Removed: 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.
+Added: 10.18* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Donald J.
+Added: 10-K 10.18 02/27/2025
+Added: 10.19* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Donald J.
10-Q 10.41 11/09/2022
1 unchanged sentence
8-K 10.2 07/01/2024
−Removed: 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.
+Added: 10.21* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated March 9, 2015, by and between Heritage Financial Corporation and Bryan D.
10-K 10.16 03/11/2015
−Removed: 10.22* He ritage Financ ial Co rporation D eferred Compensation Plan Participation Agreement - Addendum .
−Removed: dated De cember 21, 201 6, by and between Heritage Financial Corporation and Bryan D.
+Added: 10.22* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum.
+Added: dated December 21, 2016, by and between Heritage Financial Corporation and Bryan D.
8-K 10.4 12/22/2016
−Removed: 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.
−Removed: 10.24* Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum .
−Removed: dated November 8 , 2022, by and between Heritage Financ ial Corporation and Bryan D.
+Added: 10.23* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Bryan D.
+Added: 10.24* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum.
+Added: dated November 8, 2022, by and between Heritage Financial Corporation and Bryan D.
10-Q 10.42 11/09/2022
Employment Agreement, dated September 27, 2022, by and between Heritage Financial Corporation and Mathew T.
+Added: 10-K 10.25 02/27/2025
Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Matthew T.
4 unchanged sentences
10-Q 10.34 05/09/2019
−Removed: Employment Agreement , dated June 25, 2020, by and between Heritage Financial Co rpor ation and Tony Chalfant
+Added: Employment Agreement, dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant
8-K 10.1 06/30/2020
−Removed: Heri tage Financial Corporation D eferred Compensation Plan Participation Agreement , dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant
+Added: Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant
8-K 10.3 06/30/2020
−Removed: Heritage Financial Corporation D eferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Co rporation and Tony Chalfant
+Added: Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Tony Chalfant
10-Q 10.43 11/09/2022
3 unchanged sentences
8-K 10.1 10/23/2024
−Removed: H eritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley (1)
+Added: Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley
+Added: 10-K 10.34 02/27/2025
+Added: 10.35* Employment Agreement between Heritage Financial Corporation and Bryan D.
+Added: McDonald dated May 6, 2025
+Added: 8-K 10.1 05/06/2025
+Added: 10.36* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Bryan McDonald
+Added: 10-Q 10.3 11/07/2025
+Added: 10.37* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J.
+Added: 10-Q 10.4 11/07/2025
+Added: 10.38* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Tony Chalfant
+Added: 10-Q 10.5 11/07/2025
+Added: 10.39* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Nicholas M.
+Added: 10-Q 10.6 11/07/2025
+Added: Form of Heritage Bank 2026 Endorsement Method Split Dollar Agreement (1)
Code of Ethics and Conduct Policy (2)
16 unchanged sentences
*Indicates management contract or compensatory plan or arrangement.
+Added: **The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K.
+Added: The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
(1) Filed herewith.
5 unchanged sentences
HERITAGE FINANCIAL CORPORATION
−Removed: /S/ JEFFREY J.
−Removed: Chief Executive Officer
+Added: President and 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, 2026.
Principal Executive Officer:
−Removed: /S/ JEFFREY J.
−Removed: Chief Executive Officer
+Added: Bryan McDonald
+Added: President and Chief Executive Officer
Principal Financial Officer and Principal Accounting Officer:
1 unchanged sentence
Executive Vice President and Chief Financial Officer
−Removed: Deuel, pursuant to a power of attorney that is being filed with the Form 10-K, has signed this report as attorney in fact for the following directors who constitute a majority of the Board of Directors.
−Removed: /S/ JEFFREY J.
+Added: McDonald, pursuant to a power of attorney that is being filed with the Form 10-K, has signed this report as attorney in fact for the following directors who constitute a majority of the Board of Directors.
Attorney-in-Fact
2 unchanged sentences
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.