Henning Thomas J 4

4 · HERITAGE FINANCIAL CORP /WA/ · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

Heritage Financial (HFWA) EVP Thomas J. Henning Exercises Options

What Happened

Thomas J. Henning, EVP & Chief Risk Officer of Heritage Financial Corp (HFWA), exercised/converted derivative awards on March 16, 2026. He acquired 5,116 shares at $24.89 per share (total value ~$127,337). To satisfy tax withholding, 938 shares (worth ~$23,347) were surrendered, leaving a net issuance of 4,178 shares (net value received ≈ $103,990). Several corresponding entries show the derivative instruments converted/disposed as part of the exercise.

Key Details

Transaction date: 2026-03-16; exercise/conversion price: $24.89 per share.
Gross shares from exercise: 5,116 (≈ $127,337); shares withheld for taxes: 938 (≈ $23,347); net shares issued to insider: 4,178 (≈ $103,990).
Transaction codes: M = exercise/conversion of derivative; F = payment of tax liability (shares withheld).
Footnotes: awards stem from RSU grants (Feb 2024 & Feb 2025) under the 2023/2024 Omnibus Equity Plans; RSUs vest one-third per year over three years (each RSU converts to one share on vesting).
Shares owned after the transaction are not specified in the provided filing.
Filing date: 2026-03-18 for a 2026-03-16 transaction — appears to be a timely Form 4 filing (within the typical 2-business-day window).

Context

This was an exercise/conversion of equity awards rather than an open-market purchase or an outright sale. The withholding of 938 shares to cover taxes is a common mechanic for exercises/vests (a cashless or share-withholding settlement) and does not by itself signal a directional view on the stock.
The filings reference restricted stock units (RSUs) with multi-year vesting schedules; such exercises are often routine as awards vest.

Form 4

Period: 2026-03-16

EVP Chief Risk Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-16$24.89/sh+1,440$35,842→ 15,873 total
Exercise/Conversion
Common Stock
2026-03-16$24.89/sh+530$13,192→ 16,403 total
Exercise/Conversion
Common Stock
2026-03-16$24.89/sh+1,671$41,591→ 18,074 total
Exercise/Conversion
Common Stock
2026-03-16$24.89/sh+1,475$36,713→ 19,549 total
Tax Payment
Common Stock
2026-03-16$24.89/sh−938$23,347→ 18,611 total
Exercise/Conversion
Restricted Stock Units
2026-03-16$24.89/sh−1,440$35,842→ 0 total
Exercise: $0.00From: 2024-03-15Exp: 2026-03-15→ Common Stock (1,440 underlying)
Exercise/Conversion
Restricted Stock Units
2026-03-16$24.89/sh−530$13,192→ 1,062 total
Exercise: $0.00From: 2024-03-15Exp: 2028-03-15→ Common Stock (530 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F2]
2026-03-16$24.89/sh−1,671$41,591→ 1,672 total
Exercise: $0.00From: 2025-03-15Exp: 2027-03-15→ Common Stock (1,671 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-03-16$24.89/sh−1,475$36,713→ 2,952 total
Exercise: $0.00From: 2026-03-15Exp: 2028-03-15→ Common Stock (1,475 underlying)

Footnotes (4)

[F1]RSU Grant February 2024
[F2]Represents award pursuant to 2024 Omnibus Equity Plan; shares vest one third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.
[F3]RSU Grant February 2025
[F4]Represents award pursuant to 2023 Omnibus Equity Plan; shares vest one third per year over a three year period. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

Signature

/s/Kaylene Lahn Attorney in Fact for Thomas J Henning|2026-03-18

1 file