HERITAGE FINANCIAL CORP WA
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1)Financial Statements: The Consolidated Financial Statements are included in Item 8. Financial Statements And Supplementary Data of this Form 10-K.
(2)Financial Statements Schedules: All schedules are omitted because they are not required or applicable, or the required information is shown in the Consolidated Financial Statements or Notes.
(3)Exhibits: Included in schedule below.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description of Exhibit | Form | Exhibit | Filing Date/Period End Date |
| 3.1 | Amended and Restated Articles of Incorporation | 8-K | 3.1(B) | 05/18/2010 |
| 3.2 | Amendment to Amended and Restated Articles of Incorporation | S-14A | - | 03/18/2011 |
| 3.3 | Amended and Restated Bylaws of the Company | 8-K | 3.3 | 06/30/2020 |
| 4.1 | Form of Certificate of Company's Common Stock (3) | S-1/A | - | 10/29/1997 |
| 4.2 | Description of Common Stock and Preferred Stock (1) | |||
| 10.1* | Heritage Financial Corporation Management Incentive Plan 2024 (1) | |||
| 10.2* | Heritage Financial Corporation 2014 Omnibus Equity Plan | DEF 14A | Appendix A | 06/11/2014 |
| 10.3* | First Amendment to the Heritage Financial Corporation 2014 Omnibus Equity Plan | 8-K | 99.2 | 02/01/2017 |
| 10.4* | Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan | 8-K | 99.4 | 02/01/2017 |
| 10.5* | Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2014 Omnibus Equity Plan | 8-K | 99.3 | 02/01/2017 |
| 10.6* | Heritage Financial Corporation 2023 Omnibus Equity Plan | DEF 14A | Appendix A | 03/22/2023 |
| 10.7* | Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan | S-8 | 4.5 | 05/08/2023 |
| 10.8* | Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan | S-8 | 4.6 | 05/08/2023 |
| 10.9* | Transitional Employment Agreement, dated July 1, 2024, by and between Heritage Financial Corporation and Jeffery J. Deuel | 8-K | 10.1 | 07/01/2024 |
| 10.10* | Heritage Financial Corporation Deferred Compensation Plan (1) | |||
| 10.11* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Jeffrey J. Deuel | 8-K | 10.6 | 09/07/2012 |
| 10.12* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Jeffrey J. Deuel | 8-K | 10.2 | 12/22/2016 |
| 10.13* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Jeffrey J. Deuel (1) | |||
| 10.14* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Jeffrey J. Deuel | 10-Q | 10.40 | 11/09/2022 |
| 10.15* | Employment Agreement, dated November 4, 2019 by and between Heritage Financial Corporation and Donald J. Hinson | 10-Q | 10.22 | 11/06/2019 |
| 10.16* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated July 1, 2012, by and between Heritage Financial Corporation and Donald J. Hinson | 8-K | 10.7 | 09/07/2012 |
| 10.17* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum dated December 21, 2016, by and between Heritage Financial Corporation and Donald J. Hinson | 8-K | 10.3 | 12/22/2016 |
| 10.18* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Donald J. Hinson (1) | |||
| 10.19* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Donald J. Hinson | 10-Q | 10.41 | 11/09/2022 |
| 10.20* | Employment Agreement, dated July 1, 2024, by and between Heritage Financial Corporation and Bryan McDonald | 8-K | 10.2 | 07/01/2024 |
| 10.21* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated March 9, 2015, by and between Heritage Financial Corporation and Bryan D. McDonald | 10-K | 10.16 | 03/11/2015 | ||||
| 10.22* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum. dated December 21, 2016, by and between Heritage Financial Corporation and Bryan D. McDonald | 8-K | 10.4 | 12/22/2016 | ||||
| 10.23* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 4, 2019, by and between Heritage Financial Corporation and Bryan D. McDonald(1) | |||||||
| 10.24* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum. dated November 8, 2022, by and between Heritage Financial Corporation and Bryan D. McDonald | 10-Q | 10.42 | 11/09/2022 | ||||
| 10.25* | Employment Agreement, dated September 27, 2022, by and between Heritage Financial Corporation and Mathew T. Ray (1) | |||||||
| 10.26* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Matthew T. Ray | 8-K | 10.1 | 12/19/2024 | ||||
| 10.27* | Form of Heritage Bank Endorsement Method Split Dollar Agreement | 10-Q | 10.17 | 08/06/2015 | ||||
| 10.28* | Form of First Amendment to the Heritage Bank Endorsement Method Split Dollar Agreement | 10-Q | 10.34 | 05/09/2019 | ||||
| 10.29* | Employment Agreement, dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant | 8-K | 10.1 | 06/30/2020 | ||||
| 10.30* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated June 25, 2020, by and between Heritage Financial Corporation and Tony Chalfant | 8-K | 10.3 | 06/30/2020 | ||||
| 10.31* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement - Addendum, dated November 8, 2022, by and between Heritage Financial Corporation and Tony Chalfant | 10-Q | 10.43 | 11/09/2022 | ||||
| 10.32* | Heritage Bank Endorsement Method Split Dollar Agreement, dated May 3, 2021, by and between Heritage Bank and Tony Chalfant | 10-Q | 10.34 | 05/05/2021 | ||||
| 10.33* | Employment Agreement, dated July 23, 2024, by and between Heritage Financial Corporation and Nicholas Bley | 8-K | 10.1 | 10/23/2024 | ||||
| 10.34* | Heritage Financial Corporation Deferred Compensation Plan Participation Agreement, dated December 18, 2024, by and between Heritage Financial Corporation and Nicholas Bley (1) | |||||||
| 14.0 | Code of Ethics and Conduct Policy (2) | |||||||
| 19.0 | Heritage Financial Corporation Insider Trading Policy (1) | |||||||
| 21.0 | Subsidiaries of the Company (1) | |||||||
| 23.0 | Consent of Independent Registered Public Accounting Firm (1) | |||||||
| 24.0 | Power of Attorney (1) | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1) | |||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1) | |||||||
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) | |||||||
| 97.0 | Heritage Financial Corporation Clawback Policy | 10-K | 97.0 | 2/27/2024 | ||||
| 101.INS | XBRL Instance Document (1) | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document (1) | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document (1) | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document (1) | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document (1) | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document (1) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and included in Exhibit 101 |
*Indicates management contract or compensatory plan or arrangement.
(1) Filed herewith.
(2) Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.hf-wa.com in the section titled Overview: Governance Documents.
(3) Exhibit not previously filed in electronic format.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.