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HERITAGE FINANCIAL CORP /WA/

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

HFWA$28.64+0.9%Stored close · as of Nov 9, 2026

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Contents

LOAN PORTFOLIO OVERVIEW

Changes by loan type

The Company originates a wide variety of loans with a focus on commercial business loans. In addition to originating loans, the Company may also acquire loans through pool purchases, participation purchases and syndicated loan purchases. The following table provides information about our loan portfolio by type of loan at the dates indicated:

December 31, 2025 · December 31, 2024 · Change
Amortized Cost% of Loans ReceivableAmortized Cost% of Loans Receivable$%
(Dollars in thousands)
Commercial business:
Commercial and industrial$818,00017.1%$842,67217.5%$(24,672)(2.9)%
Owner-occupied CRE1,034,82921.61,003,24320.931,5863.1
Non-owner occupied CRE2,057,84443.01,909,10739.9148,7377.8
Total commercial business3,910,67381.73,755,02278.3155,6514.1
Residential real estate358,8347.5402,9548.4(44,120)(10.9)
Real estate construction and land development:
Residential95,3502.083,8901.711,46013.7
Commercial and multifamily247,9755.2395,5538.2(147,578)(37.3)
Total real estate construction and land development343,3257.2479,4439.9(136,118)(28.4)
Consumer170,4343.6164,7043.45,7303.5
Total$4,783,266100.0%$4,802,123100.0%$(18,857)(0.4)%

Loans receivable decreased $18.9 million, or 0.4%, to $4.78 billion at December 31, 2025 from $4.80 billion at December 31, 2024. New loans funded in the year ended December 31, 2025 totaled $583.3 million. Prepaid and closed loans were elevated in 2025 at $520.3 million, compared to $312.3 million in the prior year.

Commercial and industrial loans decreased $24.7 million, or 2.9%, due primarily to pay downs on outstanding balances, partially offset by new loan production of $138.7 million during the year ended December 31, 2025. Owner-occupied CRE loans increased $31.6 million, or 3.1%, due to new loan production of $137.2 million during the year ended December 31, 2025, partially offset by pay downs on outstanding balances. Non-owner occupied CRE loans increased $148.7 million, or 7.8%, due primarily to transfers from commercial and multifamily construction loans and new loan production of $218.3 million, partially offset by pay downs on outstanding balances. Residential real estate loans decreased $44.1 million, or 10.9%, due to pay downs on outstanding balances. The Company did not originate or purchase residential real estate loans during the year ended December 31, 2025. Residential construction loans increased $11.5 million, or 13.7%, due primarily to new loan production and advances on current loans. Commercial and multifamily construction loans decreased $147.6 million, or 37.3%, during the year ended December 31, 2025 due primarily to transfers to non-owner occupied CRE loans and paydowns on outstanding balances.

Owner-occupied CRE and non-owner occupied CRE loans increased$180.3 million to$3.09 billion at December 31, 2025 compared to $2.91 billion at December 31, 2024. The following table provides information about owner occupied CRE and non-owner occupied CRE loans by collateral type at the dates indicated:

December 31, 2025 · December 31, 2024 · Change
Amortized Cost% of CRE LoansAmortized Cost% of CRE Loans$%
(Dollars in thousands)
Owner occupied and non-owner occupied CRE loans by collateral type:
Office$588,77219.0%$565,89219.4%$22,8804.0%
Industrial541,66417.5513,61517.628,0495.5
Multi-family520,60216.8414,72814.2105,87425.5
Retail store / shopping center338,93911.0304,56210.534,37711.3
Mini-storage155,1305.0161,3905.5(6,260)(3.9)
Mixed use property156,8535.1156,6275.42260.1
Warehouse133,5444.3139,3414.8(5,797)(4.2)
Motel / hotel124,6124.0165,4205.7(40,808)(24.7)
Single purpose134,2904.3125,4304.38,8607.1
December 31, 2025 · December 31, 2024 · Change
Amortized Cost% of CRE LoansAmortized Cost% of CRE Loans$%
(Dollars in thousands)
Recreational / school83,0472.768,4162.314,63121.4
Other315,22010.3296,92910.318,2916.2
Total$3,092,673100.0%$2,912,350100.0%$180,3236.2%

Office loans represented the largest segment of owner-occupied and non-owner occupied CRE loans totaling $588.8 million, or 19.0% of the total owner-occupied CRE and non-owner occupied CRE at December 31, 2025. Of this total, $288.9 million, or 49.1%, consisted of owner-occupied CRE loans which have a lower risk profile as there is less tenant rollover risk, 82.0% have recourse to the owners and 24.8% of loans are to borrowers in the health care and social assistance sectors, who are less likely to reduce office space. Multi-family loans increased $105.9 million, or 25.5% to $520.6 million from $414.7 million December 31, 2024 due primarily to conversion of multi-family construction loans to permanent loans.

The average individual loan balance of owner-occupied CRE and non-owner occupied CRE was $1.4 million at December 31, 2025. See also Item 1. Business - Commercial Business Lending of this Form 10-K for CRE underwriting standards.

Composition of loans receivable by contractual maturity and interest type

The following table presents the amortized cost of the loan portfolio by segment and contractual maturity at December 31, 2025:

In one year or lessAfter one year through five yearsAfter five years through 15 yearsAfter 15 yearsTotal
(Dollars in thousands)
Commercial business:
Commercial and industrial$148,345$306,979$359,449$3,227$818,000
Owner-occupied CRE46,863314,581612,23061,1551,034,829
Non-owner occupied CRE146,023782,8831,089,76539,1732,057,844
Total commercial business341,2311,404,4432,061,444103,5553,910,673
Residential real estate—11247,981310,741358,834
Real estate construction and land development:
Residential66,51828,8248—95,350
Commercial and multifamily62,36694,32679,74611,537247,975
Total real estate construction and land development128,884123,15079,75411,537343,325
Consumer10,5855,1542,315152,380170,434
Total$480,700$1,532,859$2,191,494$578,213$4,783,266

The following table presents the amortized cost of the loan portfolio by segment and interest rate type that are due after one year, at December 31, 2025:

Have predetermined interest rates(1)Have floating or adjustable interest rates(1)Total
(Dollars in thousands)
Commercial business:
Commercial and industrial$319,716$349,939$669,655
Owner-occupied CRE476,727511,239987,966
Non-owner occupied CRE988,194923,6271,911,821
Total commercial business1,784,6371,784,8053,569,442
Residential real estate302,10556,729358,834
Have predetermined interest rates(1)Have floating or adjustable interest rates(1)Total
(Dollars in thousands)
Real estate construction and land development:
Residential3,61725,21528,832
Commercial and multifamily95,82089,789185,609
Total real estate construction and land development99,437115,004214,441
Consumer6,210153,639159,849
Total$2,192,389$2,110,177$4,302,566

(1) Includes $258.7 million of commercial business loans with floating or adjustable interest rates in which the Company entered into non-hedge interest rate swap contracts with the borrower and a third party. Under these derivative contract arrangements, the Company effectively earns a variable rate of interest based on the one-month SOFR plus a margin.

Loans classified as nonaccrual, performing modified loans and nonperforming assets

The following tables provide information about our nonaccrual loans, nonperforming assets and performing modified loans at the dates indicated:

Change
December 31, 2025December 31, 2024$%
(Dollars in thousands)
Nonaccrual loans:(1)
Commercial business$6,886$3,919$2,96775.7%
Residential real estate1,196—1,196100.0
Real estate construction and land development12,408—12,408100.0
Consumer486160326203.8
Total nonaccrual loans20,9764,07916,897414.2
Accruing loans past due 90 days or more1941,195(1,001)(83.8)
Total nonperforming loans21,1705,27415,896301.4
Other real estate owned————
Total nonperforming assets$21,170$5,274$15,896301.4%
Credit quality ratios:
Nonaccrual loans to loans receivable0.44%0.08%0.36%450.0%
Nonperforming loans to loans receivable0.440.110.33300.0
Nonperforming assets to total assets0.300.070.23328.6

(1) At December 31, 2025 and December 31, 2024, $2.4 million, and $1.0 million, respectively, of nonaccrual loans were guaranteed by government agencies.

Year Ended December 31, · Change
20252024$%
(Dollars in thousands)
Modified loans:
Commercial business$15,185$21,162$(5,977)(28.2)%
Real estate construction and land development13,29428,030(14,736)(52.6)
Consumer1214477175.0
Total performing modified loans$28,600$49,236$(20,636)(41.9)%

The following table provides the changes in nonaccrual loans during the periods indicated:

Year Ended December 31, · Change
20252024$%
(Dollars in thousands)
Balance, beginning of period$4,079$4,468$(389)(8.7)%
Additions21,4886,29215,196241.5
Net principal payments, sales and transfers to accruing status(3,544)(1,175)(2,369)201.6
Payoffs(175)(2,733)2,558(93.6)
Charge-offs(872)(2,773)1,901(68.6)
Balance, end of period$20,976$4,079$16,897414.2%

Nonaccrual loans increased $16.9 million, or 414.2%, due primarily to the migration of two residential construction loans totaling $6.7 million, one $6.0 million commercial and multifamily construction loan, one $1.7 million commercial and industrial loan, and three non-owner occupied CRE loans totaling $3.9 million during the year ended December 31, 2025. These additions were partially offset by principal payments of $3.5 million including a $2.0 million pay down of one owner-occupied CRE loan.

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