Skip to main content

HERITAGE FINANCIAL CORP /WA/

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

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.

Sep 30, 2025 · Filed Nov 7, 2025

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

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
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:

September 30,2025December 31,2024
(Dollars in thousands)
Commercial business:
Commercial and industrial$819,076$842,672
Owner-occupied CRE1,022,7271,003,243
Non-owner occupied CRE1,938,1901,909,107
Total commercial business3,779,9933,755,022
Residential real estate374,875402,954
Real estate construction and land development:
Residential90,44083,890
Commercial and multifamily351,196395,553
Total real estate construction and land development441,636479,443
Consumer172,656164,704
Loans receivable4,769,1604,802,123
ACL on loans(53,974)(52,468)
Loans receivable, net$4,715,186$4,749,655
Balances included in the amortized cost of loans receivable:
Unamortized net discount on acquired loans$(743)$(1,095)
Unamortized net deferred fee$(11,018)$(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 September 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:

September 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$96,164$176,964$102,821$81,760$39,470$104,801$143,640$1,826$747,446
SM1,2535,40611,1787,2181,5241,48317,9302,45148,443
SS——1,8626,910255,9678,28214123,187
Total97,417182,370115,86195,88841,019112,251169,8524,418819,076
Owner-occupied CRE
Pass88,339112,98288,435133,200140,576425,266936—989,734
SM——3,8041,2044,7346,453——16,195
SS—————16,798——16,798
Total88,339112,98292,239134,404145,310448,517936—1,022,727
Non-owner occupied CRE
Pass141,469173,149173,819336,021228,382828,260—381,881,138
SM——2,845—7,84623,631——34,322
SS———570—22,160——22,730
Total141,469173,149176,664336,591236,228874,051—381,938,190
Total commercial business
Pass325,972463,095365,075550,981408,4281,358,327144,5761,8643,618,318
SM1,2535,40617,8278,42214,10431,56717,9302,45198,960
SS——1,8627,4802544,9258,28214162,715
Total327,225468,501384,764566,883422,5571,434,819170,7884,4563,779,993
Residential real estate
Pass—26,40147,789127,594126,69044,969——373,443
SS———898392142——1,432
Total—26,40147,789128,492127,08245,111——374,875
Real estate construction and land development:
Residential
Pass38,73631,50710,3891,844—1,000229—83,705
SS——985—5,750———6,735
Total38,73631,50711,3741,8445,7501,000229—90,440
Commercial and multifamily
Pass46,79174,893112,76489,9201,3652,613——328,346
SM———889—311——1,200
SS————15,6256,025——21,650
Total46,79174,893112,76490,80916,9908,949——351,196
September 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
Pass85,527106,400123,15391,7641,3653,613229—412,051
SM———889—311——1,200
SS——985—21,3756,025——28,385
Total85,527106,400124,13892,65322,7409,949229—441,636
Consumer
Pass1,2073426921,20726515,102150,5931,403170,811
SS——42635—7424022401,845
Total1,2073421,1181,24226515,844150,9951,643172,656
Loans receivable
Pass412,706596,238536,709771,546536,7481,422,011295,3983,2674,574,623
SM1,2535,40617,8279,31114,10431,87817,9302,451100,160
SS——3,2738,41321,79251,8348,68438194,377
Total$413,959$601,644$557,809$789,270$572,644$1,505,723$322,012$6,099$4,769,160

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

Nine Months Ended September 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$—$77$286$429$—$79$—$871
Residential real estate———27———27
Consumer—10192—97282410
Total$—$87$305$458$—$176$282$1,308
Nine Months Ended September 30, 2024
Current Period Gross Charge-offs by Origination Year · Revolving Loans · Total Gross Charge-Offs
2024 · 2023 · 2022 · 2021 · 2020 · Prior
(Dollars in thousands)
Commercial business$—$313$—$—$—$2,636$—$2,949
Consumer—622—11139268446
Total$—$319$22$—$11$2,775$268$3,395

(d) Nonaccrual Loans

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

September 30, 2025
Nonaccrual without ACLNonaccrual with ACLTotal Nonaccrual
(Dollars in thousands)
Commercial business:
Commercial and industrial$1,033$2,385$3,418
Total commercial business1,0332,3853,418
Residential real estate1,290—1,290
Real estate construction and land development:
Residential6,735—6,735
Commercial and multifamily6,025—6,025
Total real estate construction and land development12,760—12,760
Consumer144—144
Total$15,227$2,385$17,612
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 September 30,
20252024
Interest Income ReversedInterest Income RecognizedInterest Income ReversedInterest Income Recognized
(Dollars in thousands)
Commercial business:
Commercial and industrial$(37)$8$—$126
Owner-occupied CRE—60(28)—
Total commercial business(37)68(28)126
Residential real estate(5)———
Real estate construction and land development:
Residential(178)———
Total$(220)$68$(28)$126
Nine Months Ended September 30,
20252024
Interest Income ReversedInterest Income RecognizedInterest Income ReversedInterest Income Recognized
(Dollars in thousands)
Commercial business:
Commercial and industrial$(59)$27$(27)$339
Owner-occupied CRE—60(28)144
Non-owner occupied CRE————
Total commercial business(59)87(55)483
Residential real estate(33)———
Real estate construction and land development:
Residential(178)———
Commercial and multifamily(154)———
Total real estate construction and land development(332)———
Consumer————
Total$(424)$87$(55)$483

For the three and nine months ended September 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:

September 30, 2025
30-89 Days90 Days orGreaterTotal Past DueCurrentLoans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$13,559$2,267$15,826$803,250$819,076
Owner-occupied CRE225—2251,022,5021,022,727
Non-owner occupied CRE3,4253,2386,6631,931,5271,938,190
Total commercial business17,2095,50522,7143,757,2793,779,993
Residential real estate—1,2901,290373,585374,875
Real estate construction and land development:
Residential—5,7505,75084,69090,440
Commercial and multifamily———351,196351,196
Total real estate construction and land development—5,7505,750435,886441,636
Consumer503100603172,053172,656
Total$17,712$12,645$30,357$4,738,803$4,769,160
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
December 31, 2024
30-89 Days90 Days orGreaterTotal Past DueCurrentLoans Receivable
(Dollars in thousands)
Residential real estate832—832402,122402,954
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 September 30, 2025 there was$3.3 million of loans 90 days or more past due and still accruing interest, of which $3.2 million was non-owner occupied CRE. 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:

September 30, 2025
CREFarmlandResidential Real EstateEquipmentTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$—$373$960$68$1,401
Total commercial business—373960681,401
Residential real estate——1,290—1,290
Real estate construction and land development:
Residential——6,735—6,735
Commercial and multifamily6,025———6,025
Total real estate construction and land development6,025—6,735—12,760
Consumer——144—144
Total$6,025$373$9,129$68$15,595
December 31, 2024
CREFarmlandResidential Real EstateTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$—$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 nine months ended September 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 September 30, 2025
Term ExtensionTerm Extension & Int. Rate ReductionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$13,199$13$13,2121.61%
Total commercial business13,1991313,2120.35
Real estate construction and land development:
Residential6,735—6,7357.45
Commercial and multifamily15,625—15,6254.45
Total real estate construction and land development22,360—22,3605.06
Consumer9—90.01
Total$35,568$13$35,5810.75%
Three Months Ended September 30, 2024
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$7,041$7,0410.85%
Non-owner occupied CRE2,6572,6570.14
Total commercial business9,6989,6980.27
Real estate construction and land development:
Residential6,7506,7508.51
Total real estate construction and land development6,7506,7501.47
Consumer10100.01
Total$16,458$16,4580.35%
Nine Months Ended September 30, 2025
Term ExtensionTerm Extension & Int. Rate ReductionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$16,716$13$16,7292.04%
Owner-occupied CRE1,517—1,5170.15
Non-owner occupied CRE669—6690.03
Nine Months Ended September 30, 2025
Term ExtensionTerm Extension & Int. Rate ReductionTotal Modified Loans% of Modified Loans to Loans Receivable
Total commercial business18,9021318,9150.50
Real estate construction and land development:
Residential6,735—6,7357.45
Commercial and multifamily22,539—22,5396.42
Total real estate construction and land development29,274—29,2746.63
Consumer9—90.01
Total$48,185$13$48,1981.01%
Nine Months Ended September 30, 2024
Term ExtensionTotal Modified Loans% of Modified Loans to Loans Receivable
(Dollars in thousands)
Commercial business:
Commercial and industrial$20,611$20,6112.50%
Non-owner occupied CRE2,6582,6580.14
Total commercial business23,26923,2690.64
Real estate construction and land development:
Residential6,7506,7508.51
Commercial and multifamily20,80020,8005.50
Total real estate construction and land development27,55027,5506.02
Consumer39390.02
Total$50,858$50,8581.09%

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

Three Months Ended September 30, 2025
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.78
Total commercial business0.78
Real estate construction and land development:
Residential0.75
Commercial and multifamily1.00
Total real estate construction and land development0.93
Consumer5.33
Total0.87
Three Months Ended September 30, 2024
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.59
Non-owner occupied CRE0.83
Total commercial business0.66
Real estate construction and land development:
Residential0.17
Total real estate construction and land development0.17
Consumer2.17
Total0.46
Nine Months Ended September 30, 2025
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.81
Owner-occupied CRE1.50
Non-owner occupied CRE0.42
Total commercial business0.85
Real estate construction and land development:
Residential0.75
Commercial and multifamily0.89
Total real estate construction and land development0.86
Consumer5.33
Total0.86
Nine Months Ended September 30, 2024
Weighted Average Years of Term Extensions
Commercial business:
Commercial and industrial0.76
Non-owner occupied CRE0.83
Total commercial business0.77
Real estate construction and land development:
Residential0.17
Commercial and multifamily0.69
Total real estate construction and land development0.56
Consumer1.52
Total0.66

At September 30, 2025, there were $5.4 million in commitments to lend additional funds to borrowers experiencing financial difficulty whose terms had been modified during the nine months ended September 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 September 30, 2025, there were two loans valued at a total of $6.5 million that were 90 days past due or in default that had been modified due to term extension in the past 12 months, of which $5.8 million was residential construction and $0.7 million was non-owner occupied CRE. There wereno loans 90 days past due or in default that had been modified in the past 12 months at December 31, 2024.

The following tables present the performance of loans that have been modified with the previous twelve months:

September 30, 2025
Current30-89 Days90 Days orGreaterNonaccrualTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$3,734$—$—$—$3,734
Owner-occupied CRE1,517———1,517
Non-owner occupied CRE——668—668
Total commercial business5,251—668—5,919
Real estate construction and land development:
Residential———6,7356,735
Commercial and multifamily889——6,0256,914
Total real estate construction and land development889——12,76013,649
Consumer16———16
Total$6,156$—$668$12,760$19,584
September 30, 2024
Current30-89 Days90 Days orGreaterNonaccrualTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$5,821$417$—$—$6,238
Owner-occupied CRE231———231
Non-owner occupied CRE—————
Total commercial business6,052417——6,469
Real estate construction and land development:
Commercial and multifamily15,625———15,625
Total real estate construction and land development15,625———15,625
Consumer39———39
Total$21,716$417$—$—$22,133

(h) Accrued interest receivable on loans receivable

Accrued interest receivable on loans receivable totaled $14.5 million at September 30, 2025 and December 31, 2024, 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 September 30, 2025, there was one residential real estate loan valued at $898,000, 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.