Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
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. Our management has
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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.
Internal Control Over Financial Reporting
(a) Management’s report on internal control over financial reporting
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, 2025. 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 its assessment, management believes that, as of December 31, 2025, 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, 2025, and its report is included in Item 8. Financial Statements And Supplementary Data of this Form 10-K.
(b) Attestation report of the registered public accounting firm.
See Item 8. Financial Statements And Supplementary Data of this Form 10-K.
(c) Changes in internal control over financial reporting.
There were no significant changes in the Company’s internal control over financial reporting during the fourth quarter of the period covered by this Form 10-K that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
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 .
Split Dollar Agreement. 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. Bley. The Split Dollar Agreement provides for the payment of a death benefit to a beneficiary (or beneficiaries) designated by Mr. Bley in an amount up to 100% of his base salary upon the death of Mr. 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.
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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 2025 fiscal year.
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ITEM 11. EXECUTIVE COMPENSATION
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 2025 fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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, 2025.
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
473,828 — 731,499
Equity compensation plans, not approved by security holders — — —
(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.
(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 2025 fiscal year.
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.
ITEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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 2025 fiscal year.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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 2025 fiscal year.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Financial Statements: The Consolidated Financial Statements are included in Item 8. Financial Statements And Supplementary Data of this Form 10-K.
(2) Financial Statements Schedules: All schedules are omitted because they are not required or applicable, or the required information is shown in the Consolidated Financial Statements or Notes.
(3) Exhibits: Included in schedule below.
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Incorporated by Reference
Exhibit No.
Description of Exhibit Form Exhibit Filing Date/Period End Date
2.1 Agreement and Plan of Merger, by and between Heritage Financial Corporation and Olympic Bancorp, Inc., dated September 25, 2025**
8-K 2.1 09/25/2025
3.1 Amended and Restated Articles of Incorporation
8-K 3.1(B) 05/18/2010
3.2 Amendment to Amended and Restated Articles of Incorporation
DEF-14A - 03/18/2011
3.3 Amended and Restated Bylaws of the Company
8-K 3.3 06/30/2020
4.1 Form of Certificate of Company's Common Stock (3)
S-1/A - 10/29/1997
4.2 Description of Common Stock and Preferred Stock (1)
10.1* Heritage Financial Corporation Management Incentive Plan 2024
10-K 10.1 02/27/2025
10.2* Heritage Financial Corporation 2014 Omnibus Equity Plan
DEF 14A Appendix A 06/11/2014
10.3*
First Amendment to the Heritage Financial Corporation 2014 Omnibus Equity Plan
8-K 99.2 02/01/2017
10.4*
Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan
8-K 99.4 02/01/2017
10.5*
Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan
8-K 99.3 02/01/2017
10.6*
Heritage Financial Corporation 2023 Omnibus Equity Plan
DEF 14A Appendix A 03/22/2023
10.7*
Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan
S-8 4.5 05/08/2023
10.8*
Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan
S-8 4.6 05/08/2023
10.9*
Transitional Employment Agreement, dated July 1, 2024, by and between Heritage Financial Corporation and Jeffery J. Deuel
8-K 10.1 07/01/2024
10.10* Heritage Financial Corporation Deferred Compensation Plan
10-K 10.10 02/27/2025
10.11* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Jeffrey J. Deuel
8-K 10.6 09/07/2012
10.12* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Jeffrey J. Deuel
8-K 10.2 12/22/2016
10.13* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Jeffrey J. Deuel
10-K 10.13 02/27/2025
10.14* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Jeffrey J. Deuel
10-Q 10.40 11/09/2022
10.15* Employment Agreement, dated November 4, 2019 by and between Heritage Financial Corporation and Donald J. Hinson
10-Q 10.22 11/06/2019
10.16* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Donald J. Hinson
8-K 10.7 09/07/2012
10.17* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Donald J. Hinson
8-K 10.3 12/22/2016
10.18* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Donald J. Hinson
10-K 10.18 02/27/2025
10.19* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Donald J. Hinson
10-Q 10.41 11/09/2022
10.20* Employment Agreement, dated July 1, 2024, by and between Heritage Financial Corporation and Bryan McDonald
8-K 10.2 07/01/2024
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10.21* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated March 9, 2015, by and between Heritage Financial Corporation and Bryan D. McDonald
10-K 10.16 03/11/2015
10.22* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum. dated December 21, 2016, by and between Heritage Financial Corporation and Bryan D. McDonald
8-K 10.4 12/22/2016
10.23* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Bryan D. McDonald
10-K 10.23
02/27/2025
10.24* Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum. dated November 8, 2022, by and between Heritage Financial Corporation and Bryan D. McDonald
10-Q 10.42 11/09/2022
10.25*
Employment Agreement, dated September 27, 2022, by and between Heritage Financial Corporation and Mathew T. Ray
10-K 10.25 02/27/2025
10.26*
Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Matthew T. Ray
8-K 10.1 12/19/2024
10.27*
Form of Heritage Bank Endorsement Method Split Dollar Agreement
10-Q 10.17 08/06/2015
10.28*
Form of First Amendment to the Heritage Bank Endorsement Method Split Dollar Agreement
10-Q 10.34 05/09/2019
10.29*
Employment Agreement, dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant
8-K 10.1 06/30/2020
10.30*
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
10.31*
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
10.32*
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
10.33*
Employment Agreement, dated July 23, 2024, by and between Heritage Financial Corporation and Nicholas Bley
8-K 10.1 10/23/2024
10.34*
Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley
10-K 10.34 02/27/2025
10.35* Employment Agreement between Heritage Financial Corporation and Bryan D. McDonald dated May 6, 2025
8-K 10.1 05/06/2025
10.36* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Bryan McDonald
10-Q 10.3 11/07/2025
10.37* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J. Hinson
10-Q 10.4 11/07/2025
10.38* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Tony Chalfant
10-Q 10.5 11/07/2025
10.39* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Nicholas M. Bley
10-Q 10.6 11/07/2025
10.40*
Form of Heritage Bank 2026 Endorsement Method Split Dollar Agreement (1)
14.0
Code of Ethics and Conduct Policy (2)
19.0 Heritage Financial Corporation Insider Trading Policy (1)
21.0 Subsidiaries of the Company (1)
23.0 Consent of Independent Registered Public Accounting Firm (1)
24.0 Power of Attorney (1)
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
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31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
97.0 Heritage Financial Corporation Clawback Policy
10-K 97.0 2/27/2024
101.INS
XBRL Instance Document (1)
101.SCH XBRL Taxonomy Extension Schema Document (1)
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
104 Cover Page Interactive Data File, formatted in Inline XBRL and included in Exhibit 101
*Indicates management contract or compensatory plan or arrangement.
**The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
(1) Filed herewith.
(2) Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.hf-wa.com in the section titled Overview: Governance Documents.
(3) Exhibit not previously filed in electronic format.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 27, 2026.
HERITAGE FINANCIAL CORPORATION
(Registrant)
/S/ BRYAN D. MCDONALD
Bryan D. McDonald
President and Chief Executive Officer
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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:
/S/ BRYAN D. MCDONALD
Bryan McDonald
President and Chief Executive Officer
Principal Financial Officer and Principal Accounting Officer:
/S/ DONALD J. HINSON
Donald J. Hinson
Executive Vice President and Chief Financial Officer
Bryan D. 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.
Scott T. Allan
Brian S. Charneski
Trevor D. Dryer
Kimberly T. Ellwanger
Gail B. Giacobbe
Jeffrey S. Lyon
Bryan D. McDonald
Frederick B. Rivera
Karen R. Saunders
Brian L. Vance
Ann Watson
/S/ BRYAN D. MCDONALD
Bryan D. McDonald
Attorney-in-Fact
pursuant to a power of attorney
February 27, 2026
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