Heritage Financial Corp美股招股说明书(2025-12-04版)

The boards of directors of Heritage Financial Corporation (“Heritage”) and Olympic Bancorp, Inc. (“Olympic”) have eachunanimously approved a transaction that will result in the merger of Olympic with and into Heritage (the “merger”). Heritage will bethe surviving bank holding company in the merger. If the merger is consummated, each issued and outstanding share of Olympic ClassA voting common stock and Class B nonvoting common stock (other than any shares owned by Heritage or Olympic and other thanshares held in any Olympic benefit plan or related trust accounts or otherwise held in a fiduciary or agency capacity or as a result ofdebts previously contracted) (together, “Olympic capital stock”) will be converted into the right to receive 45.0 shares (the “exchangeratio”) of Heritage common stock, with cash paid in lieu of fractional shares. A copy of the merger agreement is attached asAppendixA to the accompanying joint proxy statement/prospectus and is incorporated by reference herein. After the merger isconsummated, based on the number of issued and outstanding shares of Heritage common stock and shares of Olympic capital stockon September 30, 2025, we expect that current Heritage shareholders will own approximately 82.6%, and current Olympicshareholders will own approximately 17.4%, of the outstanding shares of common stock of the combined company. Heritage common stock currently trades on the Nasdaq Global Stock Market (“Nasdaq”) under the symbol “HFWA.” Based on theclosing price of Heritage common stock reported on Nasdaq of $24.64 as of September24, 2025, the trading day immediatelypreceding the public announcement of the merger, the implied merger consideration that an Olympic shareholder would be entitled toreceive for each share of Olympic capital stock owned would be $1,108.80, with an aggregate transaction value of approximately$176.6 million. Based on the closing price of Heritage common stock reported on Nasdaq of $23.94 as of November28, 2025, thelatest practicable date before the date of the accompanying joint proxy statement/prospectus, the implied merger consideration that anOlympic shareholder would be entitled to receive for each share of Olympic capital stock owned would be $1,077.30, with anaggregate transaction value of approximately $171.6 million. We urge you to obtain current market quotations of Heritage commonstock. We cannot consummate the merger unless we obtain the necessary regulatory approvals, the shareholders of Olympic approve themerger agreement and the transactions contemplated therein, and the shareholders of Heritage approve the issuance of Heritagecommon stock pursuant to the merger agreement. Whether or not you plan to attend the applicable special meeting, please take thetime to vote by following the voting instructions included in the enclosed proxy card. Submitting a proxy now will not prevent youfrom being able to vote in person during the special meeting. If you do not vote your shares as instructed in the enclosed proxy card, orif you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote “against” the mergeragreement and the transactions contemplated therein.Your vote is important, regardless of the number of shares that you own. The date, time and place of the Heritage virtual special meetingare: The date, time and place of the Olympic special meeting are:Date:January 21, 2026 Time:10:00 a.m., Pacific TimeLocation:619 Bay Street, Port Orchard, Washington98366 Date:January 21, 2026Time:10:00 a.m., Pacific Time The accompanying joint proxy statement/prospectus contains a more complete description of the special meetings of Heritage andOlympic shareholders and the terms of the merger. We urge you to review this entire document carefully. You may also obtaininformation about Heritage from documents that Heritage has filed with the Securities and Exchange Commission (the “SEC”).Heritage’s board of directors recommends that Heritage’s shareholders vote“FOR”the proposal to approve the issuance ofHeritage common stock pursuant to the merger agreement, and “FOR” the other matters to be considered at the Heritagevirtual special meeting. Olympic’s board of directors recommends that Olympic’s shareholders vote“FOR”the proposal toapprove the merger agreement and the transactions contemplated therein and “FOR” the other matters to be considered at theOlympic in-person special meeting. Sincerely, Steven L. PolitakisPresident and Chief Executive OfficerOlympic Bancorp, Inc. Bryan D. McDonaldPresident and Chief Executive OfficerHeritage Financial Corporation You should read this entire joint proxy statement/prospectus carefully because it contains important information about the merger.Inparticular, you should read carefully the information under the section entitled “Risk Factors” beginning on page18. Neither the SEC nor any state securities regulatory body has approved or disapproved of the securities to be iss