Henning Thomas J 4

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.