HERITAGE FINANCIAL CORP /WA/ 8-K

What Happened
Heritage Financial Corporation (HFWA) announced it completed its previously announced merger with Olympic Bancorp, Inc. effective January 31, 2026. Olympic merged into Heritage Financial, and Olympic’s subsidiary Kitsap Bank merged into Heritage Bank, with Heritage Bank continuing as the surviving bank. The merger was completed under the Agreement and Plan of Merger dated September 25, 2025.

Key Details

• Merger effective date: January 31, 2026.
• Exchange ratio: each outstanding share of Olympic common stock was converted into the right to receive 45.0 shares of Heritage common stock; cash will be paid in lieu of fractional shares.
• Corporate structure: Olympic merged into Heritage Financial (Heritage survived); Kitsap Bank merged into Heritage Bank (Heritage Bank survived).
• Disclosure: Heritage furnished a press release about the closing (Exhibit 99.1) and referenced the original Merger Agreement (Exhibit 2.1 from the Sept 25, 2025 8-K).

Why It Matters
The transaction transfers ownership of Olympic Bancorp and its banking operations to Heritage, expanding Heritage’s footprint and customer base in Washington. Olympic shareholders received Heritage stock (45 shares per Olympic share), which will affect Heritage’s shareholder base and outstanding share count—investors should watch subsequent filings for details on shares issued, pro forma financials, and integration impacts. The press release and the Merger Agreement provide additional details and are referenced in the 8-K.