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HERITAGE FINANCIAL CORP /WA/

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

HFWA$28.39-0.6%Stored close · as of Nov 6, 2026

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Contents

LOANS RECEIVABLE

(3)Loans Receivable

The Company originates loans in the ordinary course of business and has also acquired loans through mergers and acquisitions. In addition to originating loans, the Company may also purchase loans through pool purchases, participation purchases and syndicated loan purchases. Accrued interest receivable was excluded from disclosures presenting the Company's amortized cost of loans receivable, as it was deemed insignificant.

(a) Loan Origination/Risk Management

The Company categorizes the individual loans in the total loan portfolio into four segments: commercial business; residential real estate; real estate construction and land development; and consumer. Within these segments are classes of loans for which management monitors and assesses credit risk in the loan portfolios. A detailed description of the portfolio segments and classes is contained in the 2024 Annual Form 10-K.

The Company has certain lending policies and guidelines in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and guidelines on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and criticized loans. The Company also conducts internal loan reviews and validates the credit risk assessment on a periodic basis and presents the results of these reviews to management. The loan review process complements and reinforces the risk identification and assessment decisions made by loan officers and credit personnel.

The amortized cost of loans receivable, net of ACL on loans, consisted of the following portfolio segments and classes at the dates indicated:

June 30,2025December 31,2024
(Dollars in thousands)
Commercial business:
Commercial and industrial$831,096$842,672
Owner-occupied CRE1,014,8911,003,243
Non-owner occupied CRE1,939,7521,909,107
Total commercial business3,785,7393,755,022
Residential real estate383,927402,954
Real estate construction and land development:
Residential78,07083,890
Commercial and multifamily355,268395,553
Total real estate construction and land development433,338479,443
Consumer171,851164,704
Loans receivable4,774,8554,802,123
ACL on loans(52,529)(52,468)
Loans receivable, net$4,722,326$4,749,655
Balances included in the amortized cost of loans receivable:
Unamortized net discount on acquired loans$(866)$(1,095)
Unamortized net deferred fee$(10,432)$(10,110)

(b)Concentrations of Credit

Most of the Company’s lending activity occurs within its primary market areas which are concentrated along the I-5 corridor from Whatcom County, Washington to Lane County, Oregon, as well as Yakima and Spokane County, Washington and Ada County, Idaho. Additionally, the Company's loan portfolio is concentrated in commercial business loans, which include commercial and industrial, owner-occupied and nonowner-occupied CRE loans, and commercial and multifamily real estate construction and land development loans. Commercial business loans and commercial and multifamily real estate construction and land development loans are generally considered as having a more inherent risk of default than residential real estate loans or other consumer loans. Also, the loan balance per borrower is typically larger for commercial loans than that for residential real estate loans and consumer loans, implying higher potential losses on an individual loan basis.

(c)Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade of the loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) nonperforming loans, (v) past due status, and (vi) the general economic conditions of the United States of America, and specifically the states of Washington, Oregon and Idaho.

The Company utilizes a risk grading matrix to assign a risk grade to each of its loans. Loans are graded on a scale of 1 to 10. Risk grades are aggregated to create the risk categories of Pass for grades 1 to 6, Special Mention or "SM" for grade 7, Substandard or "SS" for grade 8, Doubtful for grade 9 and Loss for grade 10. Descriptions of the general characteristics of the risk grades, including qualitative information on how the risk grades relate to the risk of loss, are contained in the 2024 Annual Form 10-K. Numerical loan grades for loans are established at the origination of the loan. Changes to loan grades are considered at the time new information about the performance of a loan becomes available, including the receipt of updated financial information from the borrower, results of annual term loan reviews and scheduled loan reviews. For consumer loans, the Company follows the FDIC’s Uniform Retail Credit Classification and Account Management Policy for subsequent classification in the event of payment delinquencies or default. Typically, an individual loan grade will not be changed from the prior period unless there is a specific indication of credit deterioration or improvement. Credit deterioration is evidenced by delinquency, direct communications with the borrower or other borrower information that becomes known to management. Credit improvements are evidenced by known facts regarding the borrower or the collateral property.

Loan grades relate to the likelihood of losses in that the higher the grade, the greater the loss potential. Loans with a Pass grade may have some estimated inherent losses, but to a lesser extent than the other loan grades. The SM loan grade is transitory in that the Company is waiting on additional information to determine the likelihood and extent of any potential loss. The likelihood of loss for SM graded loans, however, is greater than Watch graded loans because there has been measurable credit deterioration. Loans with a SS grade have further credit deterioration and include both accrual loans and nonaccrual loans. For Doubtful and Loss graded loans, the Company is almost certain of the losses and the outstanding principal balances are generally charged off to the realizable value. There were no loans graded Doubtful or Loss as of June 30, 2025 and December 31, 2024.

The following tables present the amortized cost of loans receivable by risk grade and origination year at the dates indicated:

June 30, 2025
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans · Revolving Loans Converted(1) · Loans Receivable
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(Dollars in thousands)
Commercial business:
Commercial and industrial
Pass$37,533$192,810$108,240$108,715$42,956$111,254$147,291$5,297$754,096
SM1,5565,64910,2457,8951,8142,89318,75060249,404
SS—281,9727,400326,81611,21213627,596
Total39,089198,487120,457124,01044,802120,963177,2536,035831,096
Owner-occupied CRE
Pass63,655112,89793,140133,726141,991436,302——981,711
SM——2,7011,2084,7737,334——16,016
SS————1,16116,003——17,164
Total63,655112,89795,841134,934147,925459,639——1,014,891
Non-owner occupied CRE
Pass90,598171,580176,699343,134235,298858,427——1,875,736
SM——2,858—7,89330,352——41,103
SS———573—22,340——22,913
Total90,598171,580179,557343,707243,191911,119——1,939,752
Total commercial business
Pass191,786477,287378,079585,575420,2451,405,983147,2915,2973,611,543
SM1,5565,64915,8049,10314,48040,57918,750602106,523
SS—281,9727,9731,19345,15911,21213667,673
Total193,342482,964395,855602,651435,9181,491,721177,2536,0353,785,739
Residential real estate
Pass—27,89648,571130,260128,72246,332——381,781
SS———8321,169145——2,146
Total—27,89648,571131,092129,89146,477——383,927
Real estate construction and land development:
Residential
Pass12,48538,40716,0373,155—1,236——71,320
SS——1,000—5,750———6,750
Total12,48538,40717,0373,1555,7501,236——78,070
Commercial and multifamily
Pass14,85360,830147,93490,8768,9352,623——326,051
SM———890—6,733——7,623
SS————15,6255,969——21,594
Total14,85360,830147,93491,76624,56015,325——355,268
June 30, 2025
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans · Revolving Loans Converted(1) · Loans Receivable
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(Dollars in thousands)
Total real estate construction and land development
Pass27,33899,237163,97194,0318,9353,859——397,371
SM———890—6,733——7,623
SS——1,000—21,3755,969——28,344
Total27,33899,237164,97194,92130,31016,561——433,338
Consumer
Pass1,1461,0401,3781,35728418,300145,923871170,299
SS——38325—8182231031,552
Total1,1461,0401,7611,38228419,118146,146974171,851
Loans receivable
Pass220,270605,460591,999811,223558,1861,474,474293,2146,1684,560,994
SM1,5565,64915,8049,99314,48047,31218,750602114,146
SS—283,3558,83023,73752,09111,43523999,715
Total$221,826$611,137$611,158$830,046$596,403$1,573,877$323,399$7,009$4,774,855

(1)Represents the loans receivable balance at June 30, 2025 which was converted from a revolving loan to a non-revolving amortizing loan during the six months ended June 30, 2025.

December 31, 2024
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans · Revolving Loans Converted(1) · Loans Receivable
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(Dollars in thousands)
Commercial business:
Commercial and industrial
Pass$204,107$127,603$125,220$51,126$53,115$78,039$147,861$491$787,562
SM1614,4826,4955021,1174,49013,5552,35233,154
SS—2358573152,5164,33712,3311,36521,956
Total204,268132,320132,57251,94356,74886,866173,7474,208842,672
Owner-occupied CRE
Pass116,03193,567136,496147,54081,161389,801534—965,130
SM—2,7191,2154,12187115,298——24,224
SS———1,18263712,070——13,889
Total116,03196,286137,711152,84382,669417,169534—1,003,243
Non-owner-occupied CRE
Pass168,040174,993338,983238,933149,804790,691—241,861,468
SM———7,988—32,925——40,913
SS——584——6,142——6,726
Total168,040174,993339,567246,921149,804829,758—241,909,107
Total commercial business
Pass488,178396,163600,699437,599284,0801,258,531148,3955153,614,160
SM1617,2017,71012,6111,98852,71313,5552,35298,291
SS—2351,4411,4973,15322,54912,3311,36542,571
Total488,339403,599609,850451,707289,2211,333,793174,2814,2323,755,022
Residential real estate
Pass32,85752,317135,115132,15021,90926,838——401,186
SS——832786—150——1,768
Total32,85752,317135,947132,93621,90926,988——402,954
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year · Revolving Loans · Revolving Loans Converted(1) · Loans Receivable
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(Dollars in thousands)
Real estate construction and land development:
Residential
Pass34,07834,4366,415—1,000955256—77,140
SS—1,000—5,750————6,750
Total34,07835,4366,4155,7501,000955256—83,890
Commercial and multifamily
Pass37,022169,816147,7899,865—3,002——367,494
SM——893—5,6555,886——12,434
SS———15,625————15,625
Total37,022169,816148,68225,4905,6558,888——395,553
Total real estate construction and land development
Pass71,100204,252154,2049,8651,0003,957256—444,634
SM——893—5,6555,886——12,434
SS—1,000—21,375————22,375
Total71,100205,252155,09731,2406,6559,843256—479,443
Consumer
Pass1,8821,5131,4773393,19620,518133,355820163,100
SS——25—115609607951,604
Total1,8821,5131,5023393,31121,127133,4151,615164,704
Loans receivable
Pass594,017654,245891,495579,953310,1851,309,844282,0061,3354,623,080
SM1617,2018,60312,6117,64358,59913,5552,352110,725
SS—1,2352,29823,6583,26823,30812,3912,16068,318
Total$594,178$662,681$902,396$616,222$321,096$1,391,751$307,952$5,847$4,802,123

(1)Represents the loans receivable balance at December 31, 2024 which was converted from a revolving loan to non-revolving amortizing loan during the year ended December 31, 2024.

The following tables present gross charge-offs by loan class and origination year, for the periods indicated:

Six Months Ended June 30, 2025
Current Period Gross Charge-offs by Origination Year · Revolving Loans · Total Gross Charge-Offs
2025 · 2024 · 2023 · 2022 · 2021 · Prior
(Dollars in thousands)
Commercial business$—$—$222$404$—$50$—$676
Consumer——192—79158258
Total$—$—$241$406$—$129$158$934
Six Months Ended June 30, 2024
Current Period Gross Charge-offs by Origination Year · Revolving Loans · Total Gross Charge-Offs
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(Dollars in thousands)
Commercial business$—$312$—$—$—$77$—$389
Consumer—63192086209361
Total$—$318$31$9$20$163$209$750

(d) Nonaccrual Loans

The following tables present the amortized cost of nonaccrual loans at the dates indicated:

June 30, 2025
Nonaccrual without ACLNonaccrual with ACLTotal Nonaccrual
(Dollars in thousands)
Commercial business:
Commercial and industrial$816$1,963$2,779
Owner-occupied CRE137—137
Total commercial business9531,9632,916
Residential real estate832—832
Real estate construction and land development:
Commercial and multifamily5,969—5,969
Consumer148—148
Total$7,902$1,963$9,865
December 31, 2024
Nonaccrual without ACLNonaccrual with ACLTotal Nonaccrual
(Dollars in thousands)
Commercial business:
Commercial and industrial$1,002$667$1,669
Owner-occupied CRE2,250—2,250
Total commercial business3,2526673,919
Consumer160—160
Total$3,412$667$4,079

The following tables present the reversal of interest income on loans due to the write-off of accrued interest receivable upon the initial classification of loans as nonaccrual loans and the interest income recognized due to payment in full or sale of previously classified nonaccrual loans during the periods indicated:

Three Months Ended June 30,
20252024
Interest Income ReversedInterest Income RecognizedInterest Income ReversedInterest Income Recognized
(Dollars in thousands)
Commercial business:
Commercial and industrial$(22)$6$(14)$210
Owner-occupied CRE———144
Total commercial business(22)6(14)354
Real estate construction and land development:
Commercial and multifamily(154)———
Total$(176)$6$(14)$354
Six Months Ended June 30,
20252024
Interest Income ReversedInterest Income RecognizedInterest Income ReversedInterest Income Recognized
(Dollars in thousands)
Commercial business:
Commercial and industrial$(22)$19$(27)$213
Owner-occupied CRE———144
Total commercial business(22)19(27)357
Residential real estate(28)———
Real estate construction and land development:
Commercial and multifamily(154)———
Total$(204)$19$(27)$357

For the three and six months ended June 30, 2025 and 2024, no interest income was recognized subsequent to a loan’s classification as nonaccrual, except as indicated in the tables above due to payment in full or sale.

(e) Past due loans

The Company performs an aging analysis of past due loans using policies consistent with regulatory reporting requirements with categories of 30-89 days past due and 90 or more days past due. The following tables present the amortized cost of past due loans at the dates indicated:

June 30, 2025
30-89 Days90 Days orGreaterTotal Past DueCurrentLoans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$6,417$2,782$9,199$821,897$831,096
Owner-occupied CRE1,118—1,1181,013,7731,014,891
Non-owner occupied CRE1,4931,5653,0581,936,6941,939,752
Total commercial business9,0284,34713,3753,772,3643,785,739
Residential real estate3928321,224382,703383,927
Real estate construction and land development:
Residential—6,7506,75071,32078,070
Commercial and multifamily———355,268355,268
Total real estate construction and land development—6,7506,750426,588433,338
Consumer3571358171,493171,851
Total$9,777$11,930$21,707$4,753,148$4,774,855
December 31, 2024
30-89 Days90 Days orGreaterTotal Past DueCurrentLoans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$659$2,471$3,130$839,542$842,672
Owner-occupied CRE1,426—1,4261,001,8171,003,243
Non-owner occupied CRE———1,909,1071,909,107
Total commercial business2,0852,4714,5563,750,4663,755,022
Residential real estate832—832402,122402,954
December 31, 2024
30-89 Days90 Days orGreaterTotal Past DueCurrentLoans Receivable
(Dollars in thousands)
Real estate construction and land development:
Residential———83,89083,890
Commercial and multifamily———395,553395,553
Total real estate construction and land development———479,443479,443
Consumer339160499164,205164,704
Total$3,256$2,631$5,887$4,796,236$4,802,123

As of June 30, 2025 there was$8.6 million of loans 90 days or more past due and still accruing interest, of which $0.3 million was commercial and industrial, $1.6 million was non-owner occupied CRE, and $6.8 million was residential construction. There was $1.2 million of loans 90 days or more past due and still accruing interest as of December 31, 2024, all of which were commercial and industrial.

(f) Collateral-dependent Loans

The following tables present the type of collateral securing loans individually evaluated for credit losses and for which the repayment was expected to be provided substantially through the operation or sale of the collateral at the dates indicated, with balances representing the amortized cost of the loan classified by the primary collateral category of each loan if multiple collateral sources secure the loan:

June 30, 2025
CREFarmlandResidential Real EstateEquipmentTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$—$373$613$69$1,055
Owner-occupied CRE138———138
Total commercial business138373613691,193
Residential real estate——832—832
Real estate construction and land development:
Commercial and multifamily5,969———5,969
Consumer——148—148
Total$6,107$373$1,593$69$8,142
December 31, 2024
CREFarmlandResidential Real EstateTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$—$389$613$1,002
Owner-occupied CRE2,250——2,250
Total commercial business2,2503896133,252
Consumer——160160
Total$2,250$389$773$3,412

There have been no significant changes to the collateral securing loans individually evaluated for credit losses and for which repayment was expected to be provided substantially through the operation or sale of the collateral during the six months ended June 30, 2025, except changes due to additions or removals of loans in this classification.

(g) Modification of Loans

Occasionally, the Company modifies loans to borrowers in financial distress by providing modifications of loans which may include interest rate reductions, principal or interest forgiveness, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. In some cases, the Company provides multiple types of modifications on one loan. When principal forgiveness is provided, the amount of forgiveness is charged-off against the ACL.

The following tables present the amortized cost of loans that were experiencing both financial difficulty and modified during the periods indicated:

Three Months Ended June 30, 2025
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$15,497$15,4971.86%
Owner-occupied CRE1,7541,7540.17
Total commercial business17,25117,2510.46
Real estate construction and land development:
Commercial and multifamily5,9685,9681.68
Total$23,219$23,2190.49%
Three Months Ended June 30, 2024
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$16,001$16,0012.05%
Real estate construction and land development:
Commercial and multifamily19,93419,9345.26
Consumer14140.01
Total$35,949$35,9490.79%
Six Months Ended June 30, 2025
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable, net
(Dollars in thousands)
Commercial business:
Commercial and industrial$17,637$17,6372.12%
Owner-occupied CRE1,7541,7540.17
Non-owner occupied CRE6766760.03
Total commercial business20,06720,0670.53
Real estate construction and land development:
Commercial and multifamily6,8586,8581.93
Total$26,925$26,9250.56%
Six Months Ended June 30, 2024
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable, net
(Dollars in thousands)
Commercial business:
Commercial and industrial$18,050$18,0502.32%
Non-owner occupied CRE2,6722,6720.15
Total commercial business20,72220,7220.59
Real estate construction and land development:
Commercial and multifamily19,93419,9345.26
Consumer33330.02
Total$40,689$40,6890.90%

The following tables present the financial effects of the loan modifications presented in the preceding tables during the periods indicated:

Three Months Ended June 30, 2025
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.61
Owner-occupied CRE1.41
Total commercial business0.70
Real estate construction and land development:
Commercial and multifamily0.50
Total0.65
Three Months Ended June 30, 2024
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.83
Real estate construction and land development:
Commercial and multifamily0.68
Consumer1.42
Total0.75
Six Months Ended June 30, 2025
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.61
Owner-occupied CRE1.41
Non-owner occupied CRE0.42
Total commercial business0.67
Real estate construction and land development:
Commercial and multifamily0.64
Total0.67
Six Months Ended June 30, 2024
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.79
Non-owner occupied CRE0.50
Total commercial business0.76
Real estate construction and land development:
Commercial and multifamily0.68
Consumer1.29
Total0.72

At June 30, 2025, there were $4.0 million in commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been modified during the six months ended June 30, 2025. At December 31, 2024, there were $4.3 million in commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been modified during the year ended December 31, 2024.

The Company closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The Company considers a modified loan in payment default if the borrower is 90 or more days past due. At June 30, 2025, there were three loans valued at a total of $6.9 million that were 90 days past due or in default that had been modified in the past 12 months, of which $0.1 million was commercial and industrial and $6.8 million was residential construction. There wereno loans 90 days past due or in default that had been modified in the past 12 months at December 31, 2024.

(h) Accrued interest receivable on loans receivable

Accrued interest receivable on loans receivable totaled $13.9 million and $14.5 million at June 30, 2025 and December 31, 2024, respectively, and is excluded from the calculation of the ACL on loans as interest accrued, but not received, is reversed timely.

(i) Foreclosure proceedings in process

At June 30, 2025, there was one residential real estate loan valued at $832,000, for which formal foreclosure proceedings were in process. At December 31, 2024, there was one residential real estate loan, valued at $160,000, for which formal foreclosure proceedings were in process.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.