Heritage Financial Corp. Signs Material Definitive Agreement

TL;DR

HFWA inked a big deal, filing shows. Details to come.

AI Summary

Heritage Financial Corp. announced on September 25, 2025, that it has entered into a material definitive agreement. The filing also includes information related to Regulation FD disclosure and financial statements and exhibits. The company is incorporated in Washington and its principal executive offices are located in Olympia.

Why It Matters

This filing indicates a significant new agreement for Heritage Financial Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that may affect the company's financial health and stock performance.

Key Players & Entities

• HERITAGE FINANCIAL CORP /WA/ (company) — Registrant
• Olympia (location) — Principal executive offices location
• September 25, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $24.64 — nd the Company's closing share price of $24.64 on September 24, 2025, the implied tota
• $176.6 million — plied total deal value is approximately $176.6 million. Upon consummation of the Merger, the s
• $1.7 b — arget had total assets of approximately $1.7 billion, total loans of $941.0 million an
• $941.0 million — roximately $1.7 billion, total loans of $941.0 million and total deposits of $7.1 billion. Th
• $7.1 billion — of $941.0 million and total deposits of $7.1 billion. The Merger Agreement contains customa
• $7,000,000 — rther provides for a termination fee of $7,000,000, payable by the terminating party to th

Filing Documents

• hfwa-20250925.htm (8-K) — 47KB
• ex21agreementandplanofmerg.htm (EX-2.1) — 1412KB
• ex101formofolympicbancorpv.htm (EX-10.1) — 46KB
• ex102formofhfwavotingagree.htm (EX-10.2) — 52KB
• ex991pressreleaseofheritag.htm (EX-99.1) — 23KB
• heritage_olympicinvestor.htm (EX-99.2) — 30KB
• heritage_olympicinvestor001.jpg (GRAPHIC) — 209KB
• heritage_olympicinvestor002.jpg (GRAPHIC) — 415KB
• heritage_olympicinvestor003.jpg (GRAPHIC) — 125KB
• heritage_olympicinvestor004.jpg (GRAPHIC) — 152KB
• heritage_olympicinvestor005.jpg (GRAPHIC) — 215KB
• heritage_olympicinvestor006.jpg (GRAPHIC) — 187KB
• heritage_olympicinvestor007.jpg (GRAPHIC) — 129KB
• heritage_olympicinvestor008.jpg (GRAPHIC) — 136KB
• heritage_olympicinvestor009.jpg (GRAPHIC) — 123KB
• heritage_olympicinvestor010.jpg (GRAPHIC) — 104KB
• heritage_olympicinvestor011.jpg (GRAPHIC) — 33KB
• heritage_olympicinvestor012.jpg (GRAPHIC) — 122KB
• heritage_olympicinvestor013.jpg (GRAPHIC) — 163KB
• heritage_olympicinvestor014.jpg (GRAPHIC) — 159KB
• heritage_olympicinvestor015.jpg (GRAPHIC) — 110KB
• heritage_olympicinvestor016.jpg (GRAPHIC) — 88KB
• image1.jpg (GRAPHIC) — 20KB
• imagea.jpg (GRAPHIC) — 52KB
• 0001628280-25-042858.txt ( ) — 5510KB
• hfwa-20250925.xsd (EX-101.SCH) — 2KB
• hfwa-20250925_def.xml (EX-101.DEF) — 4KB
• hfwa-20250925_lab.xml (EX-101.LAB) — 25KB
• hfwa-20250925_pre.xml (EX-101.PRE) — 15KB
• hfwa-20250925_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On September 25, 2025, Heritage Financial Corporation, a Washington corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Olympic Bancorp, Inc., a Washington corporation (the "Target"), pursuant to which the Target will merge into the Company, with the Company as the surviving corporation (the "Merger"). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, the Target's shareholders will have the right to receive 45.0 (the "Exchange Ratio") shares of common stock of the Company for each share of voting common stock and non-voting common stock (together, the "Target Stock") of the Target. Based upon the Exchange Ratio and the Company's closing share price of $24.64 on September 24, 2025, the implied total deal value is approximately $176.6 million. Upon consummation of the Merger, the shareholders of the Target will own approximately 17.4% of the combined company. Kitsap Bank, the Target's wholly-owned banking subsidiary, will be merged with and into the Company's banking subsidiary, Heritage Bank, immediately following the completion of the Merger. At the time of the bank merger, Kitsap Bank's banking offices will become branches of Heritage Bank. As of June 30, 2025, the Target had total assets of approximately $1.7 billion, total loans of $941.0 million and total deposits of $7.1 billion. The Merger Agreement contains customary representations and warranties of both parties and customary conditions to the parties' obligations to close the transaction, as well as agreements to cooperate in the process of consummating the transaction. The Merger Agreement also contains provisions limiting the activities of the Target, Kitsap Bank, the Company and Heritage Bank pending the completion of the Merger that are outside the ordinary course of business, including, with respect to the Target and Kitsap Bank, restrictions on the

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 25, 2025, the Company and the Target issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1, which is incorporated herein by reference. The Company has posted on its investor website at hf-wa.com under the "Events & Presentations" link an investor presentation relating to the Merger. A copy of the investor presentation is attached to this report as Exhibit 99.2, which is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibits are being "furnished" and will not, except to the extent required by applicable law or regulation, be deemed "filed" by the Company for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This press release includes "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," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future or conditional verbs such as "may," "will," "should," "would," and "could," as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. In addition to factors disclosed in reports filed by the Company with the SEC, risks and uncertainties for the Company, the Target and the com

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 2.1 Agreement and Plan of Merger, by and between Heritage Financial Corporation and Olympic Bancorp, Inc., dated September 25, 2025* 10.1 Voting and Support Agreement, by and among Heritage Financial Corporation and the directors and officers of Olympic Bancorp, Inc. identified therein, dated September 25, 2025 10.2 Voting and Support Agreement, by and among Olympic Bancorp, Inc. and the directors and officers of Heritage Financial Corporation identified therein, dated September 25, 2025 99.1 Press Release of Heritage Financial Corporation and Olympic Bancorp, Inc. dated September 25, 2025 99.2 Investor Presentation of Heritage Financial Corporation dated September 25, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * 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.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HERITAGE FINANCIAL CORPORATION Date: September 25, 2025 /s/ Bryan McDonald Bryan McDonald President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR