Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the Nasdaq Global Select Market under the symbol "HFWA".
Shareholders
At February 17, 2026, we had approximately 1,096 shareholders of record (which does not include the number of beneficial owners of stock in nominee or street name through various brokerage firms).
Dividends
The Company has historically paid cash dividends to its common shareholders. On January 16, 2026, the Board declared a regular quarterly dividend of $0.24 per common share payable on February 11, 2026 to shareholders of record at the close of business on January 28, 2026. Payments of future cash dividends, if any, will be at the discretion of our Board, taking into account various factors, including our business, operating results, financial condition, capital requirements, current and anticipated cash needs, plans for expansion, any legal or contractual limitation on our ability to pay dividends and other relevant factors. It is management's expectation based on current projections that cash dividends will continue for the foreseeable future, however, no assurances can be given that any dividends will be paid or that, if paid, such dividends will not be reduced in amount in future periods. The payment of dividends on the Company's common stock depends substantially upon receipt by the Company of dividends from the Bank, which is the Company’s predominant source of income.
Dividend Restrictions
As a Washington corporation, the Company is subject to certain restrictions on dividends under corporate law. In general, these restrictions do not allow us to pay dividends if, after payment of such dividends, we would not be able to pay our liabilities as they become due in the usual course of business, or our total assets would be less than total liabilities.
The FDIC and the DFI have the authority under their supervisory powers to prohibit the payment of dividends by the Bank to the Company. Additionally, current guidance from the Federal Reserve provides, among other things, that dividends per share on the Company’s common stock generally should not exceed earnings per share, measured over the previous four fiscal quarters. Current regulations allow the Company and the Bank to pay dividends on their common stock if the Company’s or the Bank’s regulatory capital would not be reduced below the statutory capital requirements set by the Federal Reserve and the FDIC. See “Supervision And Regulation—Supervision and Regulation of the Company—Dividend Payments” and “Supervision And Regulation—Supervision and Regulation of the Bank—Dividend Payments” above, for additional detail regarding restrictions on the payment of dividends by the Company and the Bank.
The Company also has certain contractual restrictions on its ability to pay dividends. The Company has assumed debt obligations through acquisition transactions. Under the terms of the debt, the Company may be prohibited, under certain circumstances, from paying dividends on shares of its common stock. None of these circumstances existed through the date of filing of this Form 10-K. See Note (9) Junior Subordinated Debentures of the Notes to Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this Form 10-K for additional information regarding dividend restrictions.
Purchases of Equity Securities by the Issuer
The following table sets forth information about the Company’s purchases of its outstanding common stock during the quarter ended December 31, 2025:
Period Total number
of shares
purchased (1)
Average price
paid per
share (1)
Total number of shares purchased as part of publicly announced programs Maximum number of shares that may yet be purchased under the program
October 1, 2025—October 31, 2025 — — 796,832
November 1, 2025— November 30, 2025 — — 796,832
December 1, 2025—December 31, 2025 1,716 25.43 796,832
Total 1,716 $ 25.43 — 796,832
(1) Of the common shares repurchased by the Company between October 1, 2025 and December 31, 2025, 1,716 shares represented the cancellation of stock to pay withholding taxes on vested restricted stock awards or units and were not repurchased pursuant to the publicly announced stock repurchase program.
On April 24, 2024, the Board approved the repurchase of up to 5% of the Company's outstanding common shares, or 1,734,492 shares. This stock repurchase program supersedes the previous stock repurchase program, authorized in March 2020, which allowed for the repurchase of up to 5% of the Company's outstanding common shares, or 1,799,054 shares.
Performance Graph
The following graph shows the five-year comparison of the cumulative total return to shareholders of the Company’s common
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stock as compared to the Nasdaq Composite Index and the S&P U.S. SmallCap Banks Index during the five-year period beginning December 31, 2020 and ending December 31, 2025. Total return includes appreciation or depreciation in market value of the Company’s common stock as well as actual cash and stock dividends paid to common shareholders. The Nasdaq Composite Index is a broad equity market index comprised of all domestic and international common stocks listed on the Nasdaq Stock Market ("Nasdaq"). The S&P U.S. SmallCap Banks Index is a comparative peer index comprised of banks and related holding companies within the same market capitalization range as the Company. The graph assumes the value of the investment in the Company’s common stock and in each index was $100 on December 31, 2020, and all dividends were reinvested.
.
Years Ended December 31,
Index 2020 2021 2022 2023 2024 2025
Heritage Financial Corporation $ 100 $ 107.88 $ 139.52 $ 102.00 $ 122.24 $ 122.94
Nasdaq Composite Index 100 122.18 82.43 119.22 154.48 187.14
S&P U.S. SmallCap Banks Index 100 139.21 122.74 123.35 145.82 160.37
*Information for the graph was provided by S&P Global Market Intelligence.
ITEM 6. [RESERVED]