HERITAGE FINANCIAL CORP /WA/ 8-K

What Happened
Heritage Financial Corporation (HFWA) announced on December 29, 2025 that it has received required regulatory approvals — from the Federal Deposit Insurance Corporation, the Washington Department of Financial Institutions, and a non-objection from the Board of Governors of the Federal Reserve System — for its previously announced merger with Olympic Bancorp, Inc. (Olympic) and the planned merger of Olympic’s bank subsidiary, Kitsap Bank, into Heritage Bank. Heritage and Olympic now intend to close the Merger on or about January 31, 2026, subject to customary closing conditions, including approval by the shareholders of both companies.

Key Details

• Regulators granting approval: FDIC, Washington Department of Financial Institutions, and non-objection from the Federal Reserve Board.
• Target close date: on or about January 31, 2026, subject to shareholder approvals and customary conditions.
• Structure: Olympic Bancorp will merge into Heritage; Kitsap Bank (Olympic) will merge into Heritage Bank.
• Transaction process: Heritage filed a registration statement on Form S-4; a joint proxy statement/prospectus was sent to shareholders on or about December 12, 2025.

Why It Matters
Regulatory clearance is a major milestone toward completing the merger; the remaining key approvals are shareholder votes and other customary closing conditions. Investors should watch for the shareholder vote outcomes and the final closing, as the merger will result in Heritage issuing additional shares and integrating Olympic’s operations — factors that can affect Heritage’s share count, costs, and near-term integration risks. The filing also reiterates standard forward‑looking risk disclosures (integration challenges, timing, dilution, and other risks) that could affect expected benefits and timing.