Heritage Financial Corp 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission File Number 000-29480 HERITAGE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) (360) 943-1500(Registrant’s telephone number, including area code)Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act Large accelerated filer☒Accelerated filer☐Non-acceleratedfiler☐Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2025, based on the closingprice of its common stock on such date, on the Nasdaq Global Select Market, of $23.84 per share, and 33,425,821 shares held by non-affiliates was$796,871,573. The registrant had 41,131,100 shares of common stock outstanding as of February17, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of thisAnnual Report on Form 10-K where indicated. The2026Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120days after the end of the fiscal year to which this report relates. HERITAGE FINANCIAL CORPORATION AND SUBSIDIARIESFORM 10-KDecember 31, 2025TABLE OF CONTENTS PageGLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5PART IITEM1.BUSINESS6ITEM 1A.RISK FACTORS19ITEM 1B.UNRESOLVED STAFF COMMENTS30ITEM 1CCYBERSECURITY30ITEM2.PROPERTIES31ITEM3.LEGAL PROCEEDINGS31ITEM4.MINE SAFETY DISCLOSURES31PART IIITEM5.MARKETFOR REGISTRANT’S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES32ITEM6.[RESERVED]33ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS33OVERVIEW33RESULTS OF OPERATIONS34NET INTEREST INCOME AND MARGIN OVERVIEW34PROVISION FOR CREDIT LOSSES OVERVIEW37NONINTEREST INCOME OVERVIEW37NONINTEREST EXPENSE OVERVIEW38INCOME TAX EXPENSE OVERVIEW38FINANCIAL CONDITION OVERVIEW38INVESTMENT ACTIVITIES OVERVIEW39LOAN PORTFOLIO OVERVIEW41ALLOWANCE FOR CREDIT LOSSES ON LOANS OVERVIEW44DEPOSITS OVERVIEW45STOCKHOLDERS' EQUITY OVERVIEW46LIQ