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0001046025False00010460252025-10-232025-10-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Dated of earliest event reported): October 23, 2025
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter) 
 
Commission File Number 000-29480
Washington   91-1857900
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
201 Fifth Avenue SW, Olympia WA   98501
(Address of principal executive offices)   (Zip Code)
(360) 943-1500
(Registrant’s telephone number, including area code) 

Not applicable
(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common stock, no par value HFWA The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition
On October 23, 2025, Heritage Financial Corporation (“Heritage”) issued a press release announcing its third quarter 2025 results.
A copy of the release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Heritage for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 7.01    Regulation FD Disclosure
Heritage is filing an investor presentation that it reviewed in conjunction with its earnings release conference call on October 23, 2025.
A copy of the presentation materials is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibit is being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Heritage for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01    Other Events
On October 23, 2025, Heritage issued a press release announcing a regular quarterly cash dividend of $0.24 per common share. The dividend will be paid on November 19, 2025 to shareholders of record at the close of business on November 5, 2025.
A copy of the release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1  
Exhibit 99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HERITAGE FINANCIAL CORPORATION
Date:
October 23, 2025 /S/ BRYAN MCDONALD
Bryan McDonald
President and Chief Executive Officer
(Duly Authorized Officer)


EX-99.1 2 a8-kexhibit991q325.htm EX-99.1 Document

hfwarevisedlogoa01a02a.jpg
FOR IMMEDIATE RELEASE
DATE: October 23, 2025

Heritage Financial Announces Third Quarter 2025 Results and Declares Regular Cash Dividend of $0.24 Per Share

Third Quarter 2025 Highlights
•Net income was $19.2 million, or $0.55 per diluted share, compared to $12.2 million, or $0.36 per diluted share, for the second quarter of 2025.
•Deposits increased $73.1 million, or 1.3% (5.0% annualized), with noninterest demand deposits increasing 2.1% (8.4% annualized), from the second quarter of 2025.
•Net interest income increased $2.4 million, or 4.3% (17.2% annualized) from the second quarter of 2025.
•Net interest margin increased to 3.64%, an increase of 13 basis points from 3.51% for the second quarter of 2025.
•Yield on loans increased to 5.53%, from 5.50% for the second quarter of 2025.
•Cost of interest bearing deposits decreased to 1.89%, from 1.94% for the second quarter of 2025.
•Declared a regular cash dividend of $0.24 per share on October 22, 2025.
•Heritage announced a definitive agreement to acquire Olympic Bancorp, Inc. on September 25, 2025.


Olympia, WA - Heritage Financial Corporation (Nasdaq GS: HFWA) (the “Company", ”we," or "us"), the parent company of Heritage Bank (the "Bank"), today reported net income of $19.2 million for the third quarter of 2025, compared to $12.2 million for the second quarter of 2025 and $11.4 million for the third quarter of 2024. Diluted earnings per share were $0.55 for the third quarter of 2025, compared to $0.36 for the second quarter of 2025 and $0.33 for the third quarter of 2024.
Bryan McDonald, Chief Executive Officer of the Company, commented, "We are pleased with the continued growth in core earnings driven by our margin expansion as loan yields continue to expand and our deposits costs are decreasing. Net interest income increased 8.3% from the same quarter of 2024. The growth in core deposits has allowed us to reduce borrowings by $245 million, or 64%, in 2025 year to date, which further strengthened our net interest margin in the quarter."
Mr. McDonald continued, "Of course, we are excited about the pending acquisition of Olympic Bancorp and its subsidiary, Kitsap Bank. This acquisition will further enhance the strength of our balance sheet and improve our profitability. We look forward to closing the transaction in the first quarter of 2026.”

1


Financial Highlights
The following table provides financial highlights at the dates and for the periods indicated:
As of or for the Quarter Ended
September 30,
2025
June 30,
2025
September 30,
2024
(Dollars in thousands, except per share amounts)
Net income $ 19,169  $ 12,215  $ 11,423 
Diluted earnings per share $ 0.55  $ 0.36  $ 0.33 
Adjusted diluted earnings per share (1)
$ 0.56  $ 0.53  $ 0.45 
Return on average assets(2)
1.09  % 0.70  % 0.63  %
Return on average common equity(2)
8.52  5.57  5.30 
Return on average tangible common equity(1)(2)
11.86  7.85  7.62 
Adjusted return on average tangible common equity(1)(2)
12.16  11.59  10.42 
Net interest margin(2)
3.64  3.51  3.30 
Cost of total deposits(2)
1.37  1.40  1.42 
Efficiency ratio 63.3  72.7  71.7 
Adjusted efficiency ratio(1)
62.4  64.9  65.2 
Noninterest expense to average total assets(2)
2.36  2.34  2.18 
Total assets $ 7,011,879  $ 7,070,641  $ 7,153,363 
Loans receivable
4,769,160  4,774,855  4,679,479 
Total deposits 5,857,464  5,784,413  5,708,492 
Loan to deposit ratio(3)
81.4  % 82.5  % 82.0  %
Book value per share $ 26.62  $ 26.16  $ 25.61 
Tangible book value per share(1)
19.46  18.99  18.45 
(1) Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” section for a reconciliation to the comparable GAAP financial measure.
(2) Annualized.
(3) Loans receivable divided by total deposits.

Balance Sheet
Total investment securities decreased $33.4 million, or 2.5%, to $1.31 billion at September 30, 2025 from $1.35 billion at June 30, 2025. Investment maturities and repayments totaled $38.5 million during the third quarter of 2025. The decrease was partially offset by a $4.9 million decrease in unrealized losses on available for sale securities.
The following table summarizes the composition of the Company's investment securities portfolio at the dates indicated:
  September 30, 2025 June 30, 2025 Change
  Balance % of
Total
Balance % of
Total
$ %
  (Dollars in thousands)
Investment securities available for sale, at fair value:
U.S. government and agency securities $ 11,642  0.9  % $ 11,510  0.9  % $ 132  1.1  %
Municipal securities 51,197  3.9  50,215  3.7  982  2.0 
Residential CMO and MBS(1)
298,737  22.8  317,214  23.6  (18,477) (5.8)
Commercial CMO and MBS(1)
255,995  19.5  260,720  19.3  (4,725) (1.8)
Corporate obligations 7,019  0.5  10,010  0.7  (2,991) (29.9)
Other asset-backed securities 6,641  0.5  6,783  0.5  (142) (2.1)
Total $ 631,231  48.1  % $ 656,452  48.7  % $ (25,221) (3.8) %
2


  September 30, 2025 June 30, 2025 Change
  Balance % of
Total
Balance % of
Total
$ %
  (Dollars in thousands)
Investment securities held to maturity, at amortized cost:
U.S. government and agency securities $ 151,297  11.5  % $ 151,274  11.2  % $ 23  —  %
Residential CMO and MBS(1)
224,654  17.1  232,244  17.3  (7,590) (3.3)
Commercial CMO and MBS(1)
305,675  23.3  306,304  22.8  (629) (0.2)
Total $ 681,626  51.9  % $ 689,822  51.3  % $ (8,196) (1.2) %
Total investment securities $ 1,312,857  100.0  % $ 1,346,274  100.0  % $ (33,417) (2.5) %
    (1) U.S. government agency and government-sponsored enterprise CMO and MBS

Loans receivable decreased $5.7 million, or 0.1%, during the third quarter of 2025 due primarily to an elevated level of prepaid and closed loans, offset partially by new loan production for the quarter. New loans funded increased during the third quarter of 2025 to $174.5 million, compared to $139.9 million during the second quarter of 2025. New loan commitments increased during the third quarter of 2025 to $341.2 million, compared to $267.6 million during the second quarter of 2025. Loan prepayments increased to $75.6 million during the quarter, compared to $58.9 million during the prior quarter. Loan payoffs increased to $55.8 million, compared to $51.0 million in the prior quarter.
Commercial and industrial loans decreased $12.0 million, or 1.4%, during the third quarter of 2025, due primarily to pay downs on outstanding balances, partially offset by new loan production of $65.6 million. Owner-occupied commercial real estate ("CRE") loans increased $7.8 million, or 0.8%, during the third quarter of 2025, due primarily to new loan production of $24.8 million, partially offset by pay downs on outstanding balances. Non-owner occupied CRE loans decreased $1.6 million, or 0.1%, during the quarter, due primarily to loan payoffs, partially offset by new loan production of $50.7 million. Residential real estate loans decreased by $9.1 million, or 2.4%, during the quarter due to loan payoffs. Residential construction loans increased by $12.4 million, or 15.8% during the quarter due primarily to new loan production. Commercial and multifamily construction loans decreased $4.1 million, or 1.1%, during the quarter due primarily to loan payoffs.
The following table summarizes the Company's loans receivable at the dates indicated:
September 30, 2025 June 30, 2025 Change
Balance % of Total Balance % of Total $ %
(Dollars in thousands)
Commercial business:
Commercial and industrial $ 819,076  17.2  % $ 831,096  17.4  % $ (12,020) (1.4) %
Owner-occupied CRE
1,022,727  21.4  1,014,891  21.3  7,836  0.8 
Non-owner occupied CRE 1,938,190  40.6  1,939,752  40.7  (1,562) (0.1)
Total commercial business 3,779,993  79.2  3,785,739  79.4  (5,746) (0.2)
Residential real estate
374,875  7.9  383,927  8.0  (9,052) (2.4)
Real estate construction and land development:
Residential
90,440  1.9  78,070  1.6  12,370  15.8 
Commercial and multifamily
351,196  7.4  355,268  7.4  (4,072) (1.1)
Total real estate construction and land development 441,636  9.3  433,338  9.0  8,298  1.9 
Consumer 172,656  3.6  171,851  3.6  805  0.5 
Loans receivable $ 4,769,160  100.0  % $ 4,774,855  100.0  % $ (5,695) (0.1)

Total deposits increased $73.1 million, or 1.3%, to $5.86 billion at September 30, 2025 from $5.78 billion at June 30, 2025. Non-maturity deposits increased by $104.5 million, or 2.2%, from June 30, 2025 due primarily to an increase in customer balances in noninterest bearing demand and interest bearing demand accounts. The increase in non-maturity deposits was partially offset by a decrease of $31.4 million in certificates of deposit accounts. The decline in certificates of deposit accounts was due primarily to the maturity of $25.1 million of brokered certificates of deposit.
3


The following table summarizes the Company's total deposits at the dates indicated:
September 30, 2025 June 30, 2025 Change
Balance
% of Total Balance % of Total $ %
(Dollars in thousands)
Noninterest demand deposits $ 1,617,909  27.6  % $ 1,584,231  27.4  % $ 33,678  2.1  %
Interest bearing demand deposits 1,526,685  26.1  1,487,208  25.7  39,477  2.7 
Money market accounts 1,332,501  22.7  1,308,952  22.6  23,549  1.8 
Savings accounts 430,127  7.3  422,372  7.3  7,755  1.8 
Total non-maturity deposits 4,907,222  83.7  4,802,763  83.0  104,459  2.2 
Certificates of deposit 950,242  16.3  981,650  17.0  (31,408) (3.2)
Total deposits $ 5,857,464  100.0  % $ 5,784,413  100.0  % $ 73,051  1.3  %
Total borrowings decreased $125.2 million to $138.0 million at September 30, 2025 from $263.2 million at June 30, 2025. All outstanding borrowings at September 30, 2025 were with the Federal Home Loan Bank ("FHLB") and mature within one year.
Total stockholders' equity increased $15.9 million, or 1.8%, to $904.1 million at September 30, 2025 compared to $888.2 million at June 30, 2025 due primarily to $19.2 million of net income recognized for the quarter and a $3.7 million decrease in accumulated other comprehensive loss. These increases were partially offset by $8.3 million in dividends paid to common shareholders during the quarter.
The Company and Bank continued to maintain capital levels in excess of the applicable regulatory requirements for them both to be categorized as “well-capitalized” at September 30, 2025.
The following table summarizes the capital ratios for the Company at the dates indicated:
September 30,
2025
June 30,
2025
Stockholders' equity to total assets 12.9% 12.6%
Tangible common equity to tangible assets (1)
9.8 9.4
Common equity tier 1 capital ratio (2)
12.4 12.2
Leverage ratio (2)
10.5 10.3
Tier 1 capital ratio (2)
12.8 12.6
Total capital ratio (2)
13.8 13.6

(1) Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” section for a reconciliation to the comparable GAAP financial measure.
(2) Current quarter ratios are estimates pending completion and filing of the Company’s regulatory reports.

Allowance for Credit Losses and Provision for Credit Losses
The allowance for credit losses ("ACL") on loans as a percentage of loans receivable was 1.13% at September 30, 2025 compared to 1.10% at June 30, 2025. The increase in the ACL as a percentage of loans was due primarily to changes in the weighted average life of loans in the real estate construction and land development segment. During the third quarter of 2025, the Company recorded a $1.6 million provision for credit losses on loans, compared to a $0.9 million provision during the second quarter of 2025.
During the third quarter of 2025, the Company recorded a $212,000 provision for credit losses on unfunded commitments compared to a $93,000 provision during the second quarter of 2025. The provision for credit losses on unfunded commitments during the third quarter of 2025 was due primarily to an increase in the unfunded exposure on construction loans.

4


The following table provides detail on the changes in the ACL on loans and the ACL on unfunded commitments, and the related provision for (reversal of) credit losses for the periods indicated:
As of or for the Quarter Ended
September 30, 2025 June 30, 2025 September 30, 2024
ACL on Loans ACL on Unfunded Total ACL on Loans ACL on Unfunded Total ACL on Loans ACL on Unfunded Total
(Dollars in thousands)
Balance, beginning of period $ 52,529  $ 740  $ 53,269  $ 52,160  $ 647  $ 52,807  $ 51,219  $ 774  $ 51,993 
Provision for (reversal of) credit losses 1,563  212  1,775  863  93  956  2,705  (266) 2,439 
(Net charge-offs) / recoveries (118) —  (118) (494) —  (494) (2,533) —  (2,533)
Balance, end of period $ 53,974  $ 952  $ 54,926  $ 52,529  $ 740  $ 53,269  $ 51,391  $ 508  $ 51,899 

Credit Quality
Classified loans (loans rated substandard or worse) decreased $5.3 million from the prior quarter, resulting in the percentage of classified loans to loans receivable decreasing to 2.0% at September 30, 2025 compared to 2.1% at June 30, 2025.
The following table illustrates total loans by risk rating and their respective percentage of total loans at the dates indicated:
September 30, 2025 June 30, 2025
Balance % of Total Balance % of Total
(Dollars in thousands)
Risk Rating:
Pass $ 4,574,623  95.9  % $ 4,560,994  95.5  %
Special Mention 100,160  2.1  114,146  2.4 
Substandard 94,377  2.0  99,715  2.1 
Total $ 4,769,160  100.0  % $ 4,774,855  100.0  %
Nonaccrual loans increased by $7.7 million during the third quarter of 2025 due primarily to the migration of two residential construction loans totaling $6.7 million. The following table illustrates changes in nonaccrual loans during the periods indicated:
Quarter Ended
September 30,
2025
June 30,
2025
September 30,
2024
(Dollars in thousands)
Balance, beginning of period $ 9,865  $ 4,438  $ 3,826 
Additions 8,288  7,922  4,990 
Net principal payments and transfers to accruing status (207) (2,041) (173)
Payoffs (137) —  (1,832)
Charge-offs (197) (454) (2,510)
Balance, end of period $ 17,612  $ 9,865  $ 4,301 
Nonaccrual loans to loans receivable 0.37  % 0.21  % 0.09  %

Liquidity
Total liquidity sources available at September 30, 2025 were $2.51 billion. This includes on- and off-balance sheet liquidity. The Company has access to FHLB advances and the Federal Reserve Bank ("FRB") Discount Window. The Company's available liquidity sources at September 30, 2025 represented a coverage ratio of 42.8% of total deposits and 100.6% of estimated uninsured deposits.
5


The following table summarizes the Company's available liquidity:
Quarter Ended
September 30,
2025
June 30,
2025
(Dollars in thousands)
On-balance sheet liquidity
Cash and cash equivalents $ 245,491  $ 254,096 
Unencumbered investment securities available for sale (1)
630,666  655,876 
Total on-balance sheet liquidity
$ 876,157  $ 909,972 
Off-balance sheet liquidity
FRB borrowing availability $ 347,119  $ 346,307 
FHLB borrowing availability (2)
1,140,425  977,805 
Fed funds line borrowing availability with correspondent banks 145,000  145,000 
Total off-balance sheet liquidity
$ 1,632,544  $ 1,469,112 
Total available liquidity $ 2,508,701  $ 2,379,084 
(1) Investment securities available for sale at fair value.
(2) Includes FHLB total borrowing availability of $1.28 billion at September 30, 2025 based on pledged assets, however, maximum credit capacity is 45% of the Bank's total assets one quarter in arrears or $3.18 billion.

Net Interest Margin and Net Interest Income
Net interest margin increased 13 basis points to 3.64% during the third quarter of 2025 from 3.51% during the second quarter of 2025.
The yield on interest earning assets increased three basis points to 5.04% for the third quarter of 2025 compared to 5.01% for the second quarter of 2025. The yield on loans receivable increased three basis points to 5.53% during the third quarter of 2025, compared to 5.50% during the second quarter of 2025 as new loans were booked and adjustable rate loans repriced at higher rates.
The cost of interest bearing deposits decreased five basis points to 1.89% for the third quarter of 2025 from 1.94% for the second quarter of 2025. This decrease was primarily due to a decrease in certificate of deposit rates.
Net interest income increased $2.4 million, or 4.3%, during the third quarter of 2025 compared to the second quarter of 2025 due to a $1.0 million increase in total interest income and a decrease in interest expense of $1.4 million.
Net interest margin increased 34 basis points to 3.64% from 3.30% compared to the same period in the prior year. Net interest income increased $4.4 million, or 8.3%, during the third quarter of 2025 compared to the third quarter of 2024. The increase was due primarily to a change in the mix of earning assets to higher yielding loan balances and a decrease in deposit and borrowing interest expense due to lower rates.
The following table provides relevant net interest income information for the periods indicated:
  Quarter Ended
  September 30, 2025 June 30, 2025 September 30, 2024
  Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
(Dollars in thousands)
Interest Earning Assets:
Loans receivable (2)(3)
$ 4,762,648  $ 66,422  5.53  % $ 4,768,558  $ 65,373  5.50  % $ 4,606,856  $ 64,138  5.54  %
Taxable securities 1,314,374  11,102  3.35  1,374,770  11,579  3.38  1,604,529  13,472  3.34 
Nontaxable securities (3)
15,242  138  3.59  15,294  137  3.59  17,482  159  3.62 
Interest earning deposits 166,182  1,846  4.41  127,687  1,411  4.43  150,384  2,048  5.42 
Total interest earning assets 6,258,446  79,508  5.04  % 6,286,309  78,500  5.01  % 6,379,251  79,817  4.98  %
Noninterest earning assets 747,694  760,634  803,670 
Total assets $ 7,006,140  $ 7,046,943  $ 7,182,921 
Interest Bearing Liabilities:
Certificates of deposit $ 955,737  $ 8,822  3.66  % $ 979,997  $ 9,349  3.83  % $ 906,743  $ 10,052  4.41  %
Savings accounts 428,256  296  0.27  425,703  288  0.27  445,926  220  0.20 
6


  Quarter Ended
  September 30, 2025 June 30, 2025 September 30, 2024
  Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
(Dollars in thousands)
Interest bearing demand and money market accounts 2,833,048  11,003  1.54  2,770,352  10,513  1.52  2,644,827  9,984  1.50 
Total interest bearing deposits 4,217,041  20,121  1.89  4,176,052  20,150  1.94  3,997,496  20,256  2.02 
Junior subordinated debentures 22,239  474  8.46  22,165  472  8.54  21,946  541  9.81 
Borrowings 136,582  1,542  4.48  245,663  2,895  4.73  452,364  6,062  5.33 
Total interest bearing liabilities 4,375,862  22,137  2.01  % 4,443,880  23,517  2.12  % 4,471,806  26,859  2.39  %
Noninterest demand deposits 1,625,945  1,602,987  1,677,984 
Other noninterest bearing liabilities 112,053  120,268  175,332 
Stockholders’ equity 892,280  879,808  857,799 
Total liabilities and stockholders’ equity $ 7,006,140  $ 7,046,943  $ 7,182,921 
Net interest income and spread $ 57,371  3.03  % $ 54,983  2.89  % $ 52,958  2.59  %
Net interest margin 3.64  % 3.51  % 3.30  %
(1) Annualized; average balances are calculated using daily balances.
(2) Average loans receivable includes loans classified as nonaccrual, which carry a zero yield. Interest earned on loans receivable includes the amortization of net deferred loan fees of $1,054,000, $903,000 and $938,000 for the third quarter of 2025, second quarter of 2025 and third quarter of 2024, respectively.
(3) Yields on tax-exempt loans and securities have not been stated on a tax-equivalent basis.

Noninterest Income
Noninterest income increased $6.8 million to $8.3 million during the third quarter of 2025 from $1.5 million during the second quarter of 2025. The increase was due primarily to a $6.9 million loss recognized in the second quarter of 2025 resulting from the sale of investment securities as part of the Company's strategic repositioning of its balance sheet. The increase was partially offset by a decrease in bank owned life insurance ("BOLI") income due to nonrecurring death benefit proceeds received in the second quarter of 2025.
Noninterest income increased $6.5 million from the same period in 2024 due primarily to a $6.9 million loss recognized in the third quarter of 2024 resulting from the sale of investment securities as part of the above-mentioned strategic repositioning of the Company's balance sheet. The decrease was partially offset by an increase in gain on sale of other assets, net which was due to the $1.5 million gain on sale of an administrative building recognized during the third quarter of 2024.
The following table presents the key components of noninterest income and the change for the periods indicated:
Quarter Ended Quarter Over Quarter Change
Prior Year
Quarter Change
September 30,
2025
June 30,
2025
September 30,
2024
$ % $ %
(Dollars in thousands)
Service charges and other fees $ 3,046  $ 2,932  $ 2,788  $ 114  3.9  % $ 258  9.3  %
Card revenue 2,209  2,008  2,134  201  10.0  75  3.5 
Loss on sale of investment securities —  (6,854) (6,945) 6,854  100.0  6,945  100.0 
Interest rate swap fees 96  19  —  77  405.3  96  — 
Bank owned life insurance income 1,008  1,280  860  (272) (21.3) 148  17.2 
Gain on sale of other assets, net —  1,480  (5) (100.0) (1,480) (100.0)
Other income 1,966  2,127  1,520  (161) (7.6) 446  29.3 
Total noninterest income (loss)
$ 8,325  $ 1,517  $ 1,837  $ 6,808  448.8  % $ 6,488  353.2  %

Noninterest Expense
Noninterest expense increased $0.5 million, or 1.3%, to $41.6 million during the third quarter of 2025, compared to $41.1 million in the second quarter of 2025 due primarily to an increase in compensation and employee benefits resulting from an increase in the accrual for incentive compensation. Professional fees increased due primarily to merger related costs of $630,000 incurred during the third quarter of 2025, offset partially by a reduction in other professional expenses.
7


Noninterest expense increased $2.3 million, or 5.9%, during the third quarter of 2025 compared to the same period in 2024 due primarily to an increase in compensation and employee benefits due to annual merit increases in base pay and related incentive compensation expense accruals. Professional fees increased due primarily to merger related costs of $630,000 incurred during the third quarter of 2025.
The following table presents the key components of noninterest expense and the change for the periods indicated:
Quarter Ended Quarter Over Quarter Change Prior Year Quarter Change
September 30,
2025
June 30,
2025
September 30,
2024
$ % $ %
(Dollars in thousands)
Compensation and employee benefits $ 26,082  $ 25,467  $ 24,367  $ 615  2.4  % $ 1,715  7.0  %
Occupancy and equipment 4,665  4,840  4,850  (175) (3.6) (185) (3.8)
Data processing 3,754  3,666  3,964  88  2.4  (210) (5.3)
Marketing 284  336  128  (52) (15.5) 156  121.9 
Professional services 1,332  1,122  490  210  18.7  842  171.8 
State/municipal business and use taxes
1,235  1,205  1,249  30  2.5  (14) (1.1)
Federal deposit insurance premium 796  810  824  (14) (1.7) (28) (3.4)
Amortization of intangible assets 284  302  399  (18) (6.0) (115) (28.8)
Other expense 3,183  3,337  3,019  (154) (4.6) 164  5.4 
Total noninterest expense $ 41,615  $ 41,085  $ 39,290  $ 530  1.3  % $ 2,325  5.9  %

Income Tax Expense
Income tax expense increased $0.9 million to $3.1 million during the third quarter of 2025, compared to $2.2 million during second quarter of 2025 due to an increase in pre-tax income. Impacting the amount of the increase from the prior quarter was the recognition of $515,000 in income tax expense in the second quarter of 2025 related to the surrender of $8.5 million in BOLI policies.
Income tax expense increased $1.5 million in the third quarter of 2025, compared to same period in 2024 due primarily to higher pre-tax income during the third quarter of 2025.
The following table presents the income tax expense and related metrics and the change for the periods indicated:
Quarter Ended Change
September 30,
2025
June 30,
2025
September 30,
2024
Quarter Over Quarter
Prior Year Quarter
(Dollars in thousands)
Income before income taxes $ 22,306  $ 14,459  $ 13,066  $ 7,847  $ 9,240 
Income tax expense $ 3,137  $ 2,244  $ 1,643  $ 893  $ 1,494 
Effective income tax rate 14.1  % 15.5  % 12.6  % (1.4) % 1.5  %

Dividends
On October 22, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.24 per share. The dividend is payable on November 19, 2025 to shareholders of record as of the close of business on November 5, 2025.

Earnings Conference Call
The Company will hold a telephone conference call to discuss this earnings release on Thursday, October 23, 2025 at 10:00 a.m. Pacific time. To access the call, please dial (833) 470-1428 -- access code 265266 a few minutes prior to 10:00 a.m. Pacific time. The call will be available for replay through November 6, 2025 by dialing (866) 813-9403 -- access code 672978.
About Heritage Financial Corporation
Heritage Financial Corporation is an Olympia, Washington-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Heritage Bank has a network of 50 branches and one loan production office in Washington, Oregon and Idaho. Heritage Bank does business under the Whidbey Island Bank name on Whidbey Island, Washington. The Company's stock is traded on the Nasdaq Global Select Market under the symbol “HFWA.” More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.
8


Contact
Bryan McDonald, President and Chief Executive Officer, (360) 943-1500
Don Hinson, Executive Vice President and Chief Financial Officer, (360) 943-1500

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "estimates," “forecasts,” "intends," “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” "will," “should,” "would," and "could," as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, the following: potential adverse impacts to economic conditions nationally or in our local market areas, other markets where we have lending relationships, or other aspects of our business operations or financial markets including, without limitation, as a result of credit quality deterioration, pronounced and sustained reductions in real estate market values, employment levels, labor shortages, and a potential recession or slowed economic growth; changes in the interest rate environment which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; the level and impact of inflation and the current and future monetary policies of the Board of Governors of the Federal Reserve System in response thereto; legislative or regulatory changes that adversely affect our business, including changes in banking, securities, and tax law, in regulatory policies and principles, or the interpretation and prioritization of such rules and regulations; effects on the U.S. economy resulting from the threat or implementation of, or changes to existing, policies and executive orders, including the imposition of tariffs, changes to immigration policy, regulatory and other governmental agencies, DEI and ESG initiatives, consumer protection, foreign policy, and tax regulations; credit and interest rate risks associated with our business, customers, borrowings, repayment, investment, and deposit practices; fluctuations in deposits and deposit concentrations; liquidity issues, including our ability to borrow funds or raise additional capital, if necessary; fluctuations in the value of our investment securities; credit risks and risks from concentrations (by type of geographic area, collateral and industry) within our loan portfolio; disruptions, security breaches, insider fraud, cybersecurity incidents or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform critical processing functions for our business, including sophisticated attacks using artificial intelligence and similar tools; rapid technological changes implemented by us and other parties, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; increased competition in the financial services industry from non-banks such as credit unions and financial technology companies, including digital asset service providers; our ability to adapt successfully to technological changes to compete effectively in the marketplace, including as a result of competition from other commercial banks, mortgage banking firms, credit unions, securities brokerage firms, insurance companies, and financial technology companies; our ability to implement our organic and acquisition growth strategies, including the pending acquisition of Olympic; effects of critical accounting policies and judgments, including the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; the commencement, costs, effects and outcome of litigation and other legal proceedings and regulatory actions against us or to which we may become subject; potential impairment to the goodwill we recorded in connection with our past acquisitions, including the pending acquisition of Olympic; loss of, or inability to attract, key personnel; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business and the businesses of our clients; the impact of bank failures or adverse developments at other banks and related negative publicity about the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks; our success at managing and responding to the risks involved in the foregoing items; and other factors described in our latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”) which are available on our website at www.hf-wa.com and on the SEC's website at www.sec.gov. We caution readers not to place undue reliance on any forward-looking statements. Moreover, any of the forward-looking statements that we make in this press release or the documents we file with or furnish to the SEC are based only on information then actually known to us and upon management's beliefs and assumptions at the time they are made which may turn out to be wrong because of inaccurate assumptions we might make, because of the factors described above or because of other factors that we cannot foresee. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Additional Information and Where to Find It
The Company will file a registration statement on Form S-4 with the SEC in connection with the proposed acquisition of Olympic. The registration statement will include a joint proxy statement of the Company and Olympic that also constitutes a prospectus of the Company, which will be sent to the shareholders of the Company and Olympic. The Company and Olympic shareholders are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about the Company, Olympic and the proposed transaction. When filed, this document and other documents relating to the merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing the Company’s website at hf-wa.com under the tab “Financials.” Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to the Company, Attn: Investor Relations, 201 Fifth Avenue S.W., Olympia, Washington 98501 or by calling (360) 943-1500 or from Olympic, upon written request to Olympic Bancorp, Inc., Attn: Corporate Secretary, PO Box 9, Port Orchard WA 98366.
9


The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Participants in This Transaction
This release does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company, Olympic, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and Olympic in connection with the proposed merger under SEC rules. Information about the directors and executive officers of the Company and Olympic will be included in the joint proxy statement/prospectus for the proposed merger filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the definitive proxy statement of the Company relating to its 2025 Annual Meeting of Shareholders filed with the SEC on March 21, 2025 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.”
10


HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(Dollars in thousands, except shares)
September 30,
2025
June 30,
2025
December 31,
2024
Assets
Cash on hand and in banks $ 74,030  $ 90,754  $ 58,821 
Interest earning deposits 171,461  163,342  58,279 
Cash and cash equivalents 245,491  254,096  117,100 
Investment securities available for sale, at fair value (amortized cost of $674,108, $704,207 and $835,592, respectively)
631,231  656,452  764,394 
Investment securities held to maturity, at amortized cost (fair value of $628,049, $629,658 and $623,452, respectively)
681,626  689,822  703,285 
Total investment securities 1,312,857  1,346,274  1,467,679 
Loans receivable 4,769,160  4,774,855  4,802,123 
Allowance for credit losses on loans (53,974) (52,529) (52,468)
Loans receivable, net 4,715,186  4,722,326  4,749,655 
Premises and equipment, net 70,382  71,111  71,580 
Federal Home Loan Bank stock, at cost 10,473  16,107  21,538 
Bank owned life insurance 105,464  104,456  111,699 
Accrued interest receivable 19,146  18,559  19,483 
Prepaid expenses and other assets 289,677  294,225  303,452 
Other intangible assets, net 2,264  2,548  3,153 
Goodwill 240,939  240,939  240,939 
Total assets $ 7,011,879  $ 7,070,641  $ 7,106,278 
Liabilities and Stockholders' Equity
Non-interest bearing deposits
$ 1,617,909  $ 1,584,231  $ 1,654,955 
Interest bearing deposits
4,239,555  4,200,182  4,029,658 
Total deposits 5,857,464  5,784,413  5,684,613 
Borrowings 138,000  263,200  383,000 
Junior subordinated debentures 22,277  22,204  22,058 
Accrued expenses and other liabilities 90,074  112,612  153,080 
Total liabilities 6,107,815  6,182,429  6,242,751 
Common stock 529,949  528,758  531,674 
Retained earnings 407,561  396,643  387,097 
Accumulated other comprehensive loss, net (33,446) (37,189) (55,244)
Total stockholders' equity 904,064  888,212  863,527 
Total liabilities and stockholders' equity $ 7,011,879  $ 7,070,641  $ 7,106,278 
Shares outstanding 33,956,738  33,953,194  33,990,827 

11


HERITAGE FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except per share amounts)
Quarter Ended Nine Months Ended
September 30,
2025
June 30,
2025
September 30,
2024
September 30,
2025
September 30,
2024
Interest Income
Interest and fees on loans $ 66,422  $ 65,373  $ 64,138  $ 196,231  $ 182,608 
Taxable interest on investment securities 11,102  11,579  13,472  34,420  42,462 
Nontaxable interest on investment securities 138  137  159  414  505 
Interest on interest earning deposits 1,846  1,411  2,048  4,309  5,177 
Total interest income 79,508  78,500  79,817  235,374  230,752 
Interest Expense
Deposits 20,121  20,150  20,256  59,760  55,097 
Junior subordinated debentures 474  472  541  1,417  1,627 
Borrowings 1,542  2,895  6,062  8,153  18,427 
Total interest expense 22,137  23,517  26,859  69,330  75,151 
Net interest income 57,371  54,983  52,958  166,044  155,601 
Provision for credit losses 1,775  956  2,439  2,782  5,099 
Net interest income after provision for credit losses 55,596  54,027  50,519  163,262  150,502 
Noninterest Income
Service charges and other fees 3,046  2,932  2,788  8,953  8,393 
Card revenue 2,209  2,008  2,134  5,950  5,903 
Loss on sale of investment securities, net —  (6,854) (6,945) (10,741) (18,839)
Gain on sale of loans, net —  —  —  —  26 
Interest rate swap fees 96  19  —  115  52 
Bank owned life insurance income 1,008  1,280  860  3,206  2,711 
Gain on sale of other assets, net —  1,480  1,529 
Other income 1,966  2,127  1,520  6,254  4,408 
Total noninterest income (loss) 8,325  1,517  1,837  13,745  4,183 
Noninterest Expense
Compensation and employee benefits 26,082  25,467  24,367  77,348  74,291 
Occupancy and equipment 4,665  4,840  4,850  14,431  14,547 
Data processing 3,754  3,666  3,964  11,317  10,879 
Marketing 284  336  128  955  583 
Professional services 1,332  1,122  490  3,188  1,852 
State/municipal business and use taxes 1,235  1,205  1,249  3,660  3,709 
Federal deposit insurance premium 796  810  824  2,418  2,431 
Amortization of intangible assets 284  302  399  889  1,241 
Other expense 3,183  3,337  3,019  9,877  9,223 
Total noninterest expense 41,615  41,085  39,290  124,083  118,756 
Income before income taxes 22,306  14,459  13,066  52,924  35,929 
Income tax expense 3,137  2,244  1,643  7,629  4,599 
Net income $ 19,169  $ 12,215  $ 11,423  $ 45,295  $ 31,330 
Basic earnings per share $ 0.56  $ 0.36  $ 0.33  $ 1.33  $ 0.91 
Diluted earnings per share $ 0.55  $ 0.36  $ 0.33  $ 1.31  $ 0.90 
Dividends declared per share $ 0.24  $ 0.24  $ 0.23  $ 0.72  $ 0.69 
Average shares outstanding - basic 33,953,810 34,028,592 34,322,069 34,009,010 34,584,851
Average shares outstanding - diluted 34,413,386 34,446,710 34,658,674 34,481,877 35,002,375
12


HERITAGE FINANCIAL CORPORATION
FINANCIAL STATISTICS (Unaudited)
(Dollars in thousands)
Average Balances, Yields, and Rates Paid:
Nine Months Ended September 30,
2025 2024
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Average
Balance
Interest
Earned/
Paid
Average
Yield/
Rate (1)
Interest Earning Assets:
Loans receivable(2)(3)
$ 4,774,926  $ 196,231  5.49  % $ 4,475,642  $ 182,608  5.45  %
Taxable securities 1,371,957  34,420  3.35  1,699,995  42,462  3.34 
Nontaxable securities(3)
15,406  414  3.59  19,193  505  3.51 
Interest earning deposits 130,253  4,309  4.42  126,970  5,177  5.45 
Total interest earning assets 6,292,542  235,374  5.00  % 6,321,800  230,752  4.88  %
Noninterest earning assets 759,206  805,790 
Total assets $ 7,051,748  $ 7,127,590 
Interest Bearing Liabilities:
Certificates of deposit $ 971,933  $ 27,841  3.83  % $ 826,575  $ 26,852  4.34  %
Savings accounts 426,767  877  0.27  457,989  640  0.19 
Interest bearing demand and money market accounts 2,770,162  31,042  1.50  2,643,478  27,605  1.39 
Total interest bearing deposits 4,168,862  59,760  1.92  3,928,042  55,097  1.87 
Junior subordinated debentures 22,164  1,417  8.55  21,874  1,627  9.94 
Borrowings 233,504  8,153  4.67  484,300  18,427  5.08 
Total interest bearing liabilities 4,424,530  69,330  2.10  % 4,434,216  75,151  2.26  %
Noninterest demand deposits 1,620,047  1,657,867 
Other noninterest bearing liabilities 127,505  186,081 
Stockholders’ equity 879,666  849,426 
Total liabilities and stockholders’ equity $ 7,051,748  $ 7,127,590 
Net interest income and spread $ 166,044  2.90  % $ 155,601  2.62  %
Net interest margin 3.53  % 3.29  %
(1) Annualized; average balances are calculated using daily balances.
(2) Average loans receivable includes loans held for sale and loans classified as nonaccrual, which carry a zero yield. Interest earned on loans receivable includes the amortization of net deferred loan fees of $2.7 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively.
(3) Yields on tax-exempt loans and securities have not been stated on a tax-equivalent basis.
13


HERITAGE FINANCIAL CORPORATION
FINANCIAL STATISTICS (Unaudited)
(Dollars in thousands)
Nonperforming Assets and Credit Quality Metrics:
Quarter Ended Nine Months Ended
September 30,
2025
June 30,
2025
September 30,
2024
September 30,
2025
September 30,
2024
Allowance for Credit Losses on Loans:
Balance, beginning of period $ 52,529  $ 52,160  $ 51,219  $ 52,468  $ 47,999 
Provision for credit losses on loans
1,563  863  2,705  2,417  5,879 
Charge-offs:
Commercial business (195) (454) (2,560) (871) (2,949)
Residential real estate
(27) —  —  (27) — 
Consumer (152) (104) (85) (410) (446)
Total charge-offs (374) (558) (2,645) (1,308) (3,395)
Recoveries:
Commercial business 219  18  72  263  807 
Residential real estate
—  —  — 
Consumer 36  46  40  133  101 
Total recoveries 256  64  112  397  908 
Net (charge-offs) recoveries (118) (494) (2,533) (911) (2,487)
Balance, end of period $ 53,974  $ 52,529  $ 51,391  $ 53,974  $ 51,391 
Net charge-offs on loans to average loans receivable annualized 0.01  % 0.04  % 0.22  % 0.03  % 0.07  %


September 30,
2025
June 30,
2025
December 31,
2024
Nonperforming Assets:
Nonaccrual loans:
Commercial business $ 3,418  $ 2,916  $ 3,919 
Residential real estate
1,290  832  — 
Real estate construction and land development 12,760  5,969  — 
Consumer 144  148  160 
Total nonaccrual loans 17,612  9,865  4,079 
Accruing loans past due 90 days or more
3,338  8,613  1,195 
Total nonperforming loans
20,950  18,478  5,274 
Other real estate owned —  —  — 
Nonperforming assets $ 20,950  $ 18,478  $ 5,274 
ACL on loans to:
Loans receivable 1.13  % 1.10  % 1.09  %
Nonaccrual loans 306.46  % 532.48  % 1,286.30  %
Nonaccrual loans to loans receivable
0.37  % 0.21  % 0.08  %
Nonperforming loans to loans receivable
0.44  % 0.39  % 0.11  %
Nonperforming assets to total assets 0.30  % 0.26  % 0.07  %

14


HERITAGE FINANCIAL CORPORATION
QUARTERLY FINANCIAL STATISTICS (Unaudited)
(Dollars in thousands, except per share amounts)
  Quarter Ended
  September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Earnings:        
Net interest income $ 57,371  $ 54,983  $ 53,690  $ 53,763  $ 52,958 
Provision for credit losses 1,775  956  51  1,183  2,439 
Noninterest income 8,325  1,517  3,903  3,290  1,837 
Noninterest expense 41,615  41,085  41,383  39,540  39,290 
Net income 19,169  12,215  13,911  11,928  11,423 
Basic earnings per share $ 0.56  $ 0.36  $ 0.41  $ 0.35  $ 0.33 
Diluted earnings per share $ 0.55  $ 0.36  $ 0.40  $ 0.34  $ 0.33 
Adjusted diluted earnings per share (1)
$ 0.56  $ 0.53  $ 0.49  $ 0.51  $ 0.45 
Average Balances:    
Loans receivable
$ 4,762,648  $ 4,768,558  $ 4,793,917  $ 4,717,748  $ 4,606,856 
Total investment securities 1,329,616  1,390,064  1,443,662  1,530,348  1,622,011 
Total interest earning assets 6,258,446  6,286,309  6,333,697  6,367,371  6,379,251 
Total assets 7,006,140  7,046,943  7,103,227  7,149,294  7,182,921 
Total interest bearing deposits 4,217,041  4,176,052  4,112,343  4,011,793  3,997,496 
Total noninterest demand deposits 1,625,945  1,602,987  1,631,268  1,703,357  1,677,984 
Stockholders' equity 892,280  879,808  866,629  868,308  857,799 
Financial Ratios:    
Return on average assets (2)
1.09  % 0.70  % 0.79  % 0.66  % 0.63  %
Return on average common equity (2)
8.52  5.57  6.51  5.46  5.30 
Return on average tangible common equity (1)(2)
11.86  7.85  9.22  7.81  7.62 
Adjusted return on average tangible common equity (1)(2)
12.16  11.59  11.21  11.59  10.42 
Efficiency ratio 63.3  72.7  71.9  69.3  71.7 
Adjusted efficiency ratio (1)
62.4  64.9  67.3  64.4  65.2 
Noninterest expense to average total assets (2)
2.36  2.34  2.36  2.20  2.18 
Net interest spread (2)
3.03  2.89  2.79  2.66  2.59 
Net interest margin (2)
3.64  3.51  3.44  3.36  3.30 
(1) Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” section for a reconciliation to the comparable GAAP financial measure.
(2) Annualized.












15



HERITAGE FINANCIAL CORPORATION
QUARTERLY FINANCIAL STATISTICS (Unaudited)
(Dollars in thousands, except per share amounts)
  As of or for the Quarter Ended
  September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Select Balance Sheet:      
Total assets $ 7,011,879  $ 7,070,641  $ 7,129,862  $ 7,106,278  $ 7,153,363 
Loans receivable
4,769,160  4,774,855  4,764,848  4,802,123  4,679,479 
Total investment securities 1,312,857  1,346,274  1,413,903  1,467,679  1,572,179 
Total deposits 5,857,464  5,784,413  5,845,335  5,684,613  5,708,492 
Noninterest demand deposits 1,617,909  1,584,231  1,621,890  1,654,955  1,682,219 
Stockholders' equity 904,064  888,212  881,515  863,527  874,514 
Financial Measures:  
Book value per share $ 26.62  $ 26.16  $ 25.85  $ 25.40  $ 25.61 
Tangible book value per share (1)
19.46  18.99  18.70  18.22  18.45 
Stockholders' equity to total assets 12.9  % 12.6  % 12.4  % 12.2  % 12.2  %
Tangible common equity to tangible assets (1)
9.8  9.4  9.3  9.0  9.1 
Loans to deposits ratio 81.4  82.5  81.5  84.5  82.0 
Regulatory Capital Ratios:(2)
Common equity tier 1 capital ratio
12.4  % 12.2  % 12.2  % 12.0  % 12.3  %
Leverage ratio
10.5  10.3  10.2  10.0  9.9 
Tier 1 capital ratio
12.8  12.6  12.6  12.4  12.7 
Total capital ratio
13.8  13.6  13.6  13.3  13.6 
Credit Quality Metrics:  
ACL on loans to:
Loans receivable 1.13  % 1.10  % 1.09  % 1.09  % 1.10  %
Nonaccrual loans
306.5  532.5  1,175.3  1,286.3  1,194.9 
Nonaccrual loans to loans receivable
0.37  0.21  0.09  0.08  0.09 
Nonperforming loans to loans receivable 0.44  0.39  0.09  0.11  0.21 
Nonperforming assets to total assets 0.30  0.26  0.06  0.07  0.13 
Net charge-offs on loans to average loans receivable (3)
0.01  0.04  0.03  0.00  0.22 
Criticized Loans by Credit Quality Rating:
Special mention $ 100,160  $ 114,146  $ 113,704  $ 110,725  $ 99,078 
Substandard 94,377  99,715  64,387  68,318  71,977 
Other Metrics:
Number of branches 50  50  50  50  50 
Deposits per branch $ 117,149  $ 115,688  $ 116,907  $ 113,692  $ 114,170 
Average number of full-time equivalent employees 749  745  757  751  749 
Average assets per full-time equivalent employee 9,354  9,459  9,383  9,520  9,590 
(1) See Non-GAAP Financial Measures section herein.
(2) Current quarter ratios are estimates pending completion and filing of the Company’s regulatory reports.
(3) Annualized.
16


HERITAGE FINANCIAL CORPORATION
NON-GAAP FINANCIAL MEASURES (Unaudited)
(Dollars in thousands, except per share amounts)

This earnings release contains certain financial measures not presented in accordance with U.S. Generally Accepted Accounting Principles ("GAAP") in addition to financial measures presented in accordance with GAAP. The Company has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in the Company’s capital, performance and asset quality reflected in the current quarter and comparable period results and to facilitate comparison of its performance with the performance of its peers. These non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for financial measures presented in accordance with GAAP. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies. Reconciliations of the non-GAAP financial measures used in this earnings release to the comparable GAAP financial measures are presented below.

The Company believes that presenting the adjusted diluted earnings per share provides useful and comparative information to assess trends in the Company's core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers.

September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Diluted Earnings per Share and Adjusted Diluted Earnings per Share:
Net income (GAAP) $ 19,169  $ 12,215  $ 13,911  $ 11,928  $ 11,423 
Exclude loss on sale of investment securities, net
—  6,854  3,887  3,903  6,945 
Exclude merger related costs 635  —  —  —  — 
Exclude gain on sale of premises and equipment —  (5) (3) (23) (1,480)
Exclude tax effect of adjustment (133) (1,438) (816) (815) (1,148)
Exclude BOLI restructuring costs included in BOLI Income —  —  —  508  — 
Exclude tax expense related to BOLI restructuring —  515  —  2,371  — 
Adjusted net income (non-GAAP)
$ 19,671  $ 18,141  $ 16,979  $ 17,872  $ 15,740 
Average number of diluted shares outstanding 34,413,386  34,446,710  34,506,238  34,553,139  34,658,674 
Diluted earnings per share (GAAP) $ 0.55  $ 0.36  $ 0.40  $ 0.34  $ 0.33 
Adjusted diluted earnings per share (non-GAAP) $ 0.56  $ 0.53  $ 0.49  $ 0.51  $ 0.45 


















17


HERITAGE FINANCIAL CORPORATION
NON-GAAP FINANCIAL MEASURES (Unaudited)
(Dollars in thousands, except per share amounts)

The Company considers the tangible common equity to tangible assets ratio and tangible book value per share to be useful measurements of the adequacy of the Company’s capital levels.
September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Tangible Common Equity to Tangible Assets and Tangible Book Value Per Share:
Total stockholders' equity (GAAP) $ 904,064  $ 888,212  $ 881,515  $ 863,527  $ 874,514 
Exclude intangible assets (243,203) (243,487) (243,789) (244,092) (244,491)
Tangible common equity (non-GAAP) $ 660,861  $ 644,725  $ 637,726  $ 619,435  $ 630,023 
Total assets (GAAP) $ 7,011,879  $ 7,070,641  $ 7,129,862  $ 7,106,278  $ 7,153,363 
Exclude intangible assets (243,203) (243,487) (243,789) (244,092) (244,491)
Tangible assets (non-GAAP) $ 6,768,676  $ 6,827,154  $ 6,886,073  $ 6,862,186  $ 6,908,872 
Stockholders' equity to total assets (GAAP) 12.9  % 12.6  % 12.4  % 12.2  % 12.2  %
Tangible common equity to tangible assets (non-GAAP)
9.8  % 9.4  % 9.3  % 9.0  % 9.1  %
Shares outstanding 33,956,738  33,953,194  34,105,516  33,990,827  34,153,539 
Book value per share (GAAP) $ 26.62  $ 26.16  $ 25.85  $ 25.40  $ 25.61 
Tangible book value per share (non-GAAP) $ 19.46  $ 18.99  $ 18.70  $ 18.22  $ 18.45 































18


HERITAGE FINANCIAL CORPORATION
NON-GAAP FINANCIAL MEASURES (Unaudited)
(Dollars in thousands, except per share amounts)

The Company considers the return on average tangible common equity ratio to be a useful measurement of the Company’s ability to generate returns for its common shareholders. By removing the impact of intangible assets and their related amortization and tax effects, the performance of the Company's ongoing business operations can be evaluated. The Company believes that presenting an adjusted return on tangible common equity ratio provides useful and comparative information to assess trends in the Company's core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers.
Quarter Ended
September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Return on Average Tangible Common Equity, annualized:
Net income (GAAP) $ 19,169  $ 12,215  $ 13,911  $ 11,928  $ 11,423 
Add amortization of intangible assets 284  302  303  399  399 
Exclude tax effect of adjustment (60) (63) (64) (84) (84)
Tangible net income (non-GAAP) $ 19,393  $ 12,454  $ 14,150  $ 12,243  $ 11,738 
Tangible net income (non-GAAP) $ 19,393  $ 12,454  $ 14,150  $ 12,243  $ 11,738 
Exclude loss on sale of investment securities, net
—  6,854  3,887  3,903  6,945 
Exclude merger related costs 635  —  —  —  — 
Exclude gain on sale of premises and equipment —  (5) (3) (23) (1,480)
Exclude tax effect of adjustment (133) (1,438) (816) (815) (1,148)
Exclude BOLI restructuring costs included in BOLI Income —  —  —  508  — 
Exclude tax expense related to BOLI restructuring —  515  —  2,371  — 
Adjusted tangible net income (non-GAAP) $ 19,895  $ 18,380  $ 17,218  $ 18,187  $ 16,055 
Average stockholders' equity (GAAP) $ 892,280  $ 879,808  $ 866,629  $ 868,308  $ 857,799 
Exclude average intangible assets (243,350) (243,651) (243,945) (244,302) (244,706)
Average tangible common stockholders' equity (non-GAAP) $ 648,930  $ 636,157  $ 622,684  $ 624,006  $ 613,093 
Return on average common equity, annualized (GAAP) 8.52  % 5.57  % 6.51  % 5.46  % 5.30  %
Return on average tangible common equity, annualized (non-GAAP) 11.86  % 7.85  % 9.22  % 7.81  % 7.62  %
Adjusted return on average tangible common equity, annualized (non-GAAP) 12.16  % 11.59  % 11.21  % 11.59  % 10.42  %









19



HERITAGE FINANCIAL CORPORATION
NON-GAAP FINANCIAL MEASURES (Unaudited)
(Dollars in thousands, except per share amounts)

The Company believes that presenting an adjusted efficiency ratio provides useful and comparative information to assess trends in the Company's core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers.
Quarter Ended
September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Adjusted Efficiency Ratio :
Total noninterest expense (GAAP) $ 41,615  $ 41,085  $ 41,383  $ 39,540  $ 39,290 
Exclude merger related costs $ 635  $ —  $ —  $ —  $ — 
Adjusted noninterest expense (non-GAAP) $ 40,980  $ 41,085  $ 41,383  $ 39,540  $ 39,290 
Net interest income (GAAP) $ 57,371  $ 54,983  $ 53,690  $ 53,763  $ 52,958 
Total noninterest income (GAAP) $ 8,325  $ 1,517  $ 3,903  $ 3,290  $ 1,837 
Exclude loss on sale of investment securities, net
—  6,854  3,887  3,903  6,945 
Exclude gain on sale of premises and equipment
—  (5) (3) (23) (1,480)
Exclude BOLI restructuring costs included in BOLI Income —  —  —  508  — 
Adjusted total noninterest income (non-GAAP) $ 8,325  $ 8,366  $ 7,787  $ 7,678  $ 7,302 
Efficiency ratio (GAAP) 63.3  % 72.7  % 71.9  % 69.3  % 71.7  %
Adjusted efficiency ratio (non-GAAP) 62.4  % 64.9  % 67.3  % 64.4  % 65.2  %

20
EX-99.2 3 investorpresentationq325.htm EX-99.2 investorpresentationq325
INVESTOR PRESENTATION Q3 2025


 
2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believes," "expects," "anticipates," "estimates," “forecasts,” "intends," “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” "will," “should,” "would," and "could," as well as the negative of such words. Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements include, but are not limited to, the following: • potential adverse impacts to economic conditions nationally or in our local market areas, other markets where Heritage Financial Corporation (the "Company") has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of credit quality deterioration, pronounced and sustained reductions in real estate market values, employment levels, labor shortages and a potential recession or slowed economic growth; • changes in the interest rate environment, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; • the level and impact of inflation and the current and future monetary policies of the Board of Governors of the Federal Reserve System in response thereto; • legislative or regulatory changes that adversely affect our business, including changes in banking, securities, and tax law, in regulatory policies and principles, or the interpretation and prioritization of such rules and regulations; • effects on the U.S. economy resulting from the threat or implementation of, or changes to existing, policies and executive orders, including tariffs, immigration policy, regulatory and other governmental agencies, DEI and ESG initiatives, consumer protection, foreign policy, and tax regulations; • credit and interest rate risks associated with the Company’s businesses, customers, borrowings, repayment, investment, and deposit practices; • fluctuations in deposits and deposit concentrations; • liquidity issues, including our ability to borrow funds or raise additional capital, if necessary; • fluctuations in the value of our investment securities; • credit risks and risks from concentrations (by type of geographic area, collateral and industry) within our loan portfolio; • disruptions, security breaches, insider fraud, cybersecurity incidents or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform critical processing functions for our business, including sophisticated attacks using artificial intelligence and similar tools; • technological changes implemented by us and other parties, including third-party vendors, which may be more difficult to implement or more expensive than anticipated or which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; • increased competition in the financial services industry from non-banks such as credit unions and Fintech companies, including digital asset service providers; • our ability to adapt successfully to technological changes to compete effectively in the marketplace, including as a result of competition from other commercial banks, mortgage banking firms, credit unions, securities brokerage firms, insurance companies, and financial technology companies; • our ability to implement our organic and acquisition growth strategies, including the pending acquisition of Olympic Bancorp, Inc. (“Olympic”); • effects of critical accounting policies and judgments, including the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; • the commencement, costs, effects and outcome of litigation and other legal proceedings and regulatory actions against us or to which the Company may become subject; • potential impairment to the goodwill the Company recorded in connection with our past acquisitions, including the pending acquisition of Olympic; • loss of, or inability to attract, key personnel; • the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business and the businesses of our clients; • the impact of bank failures or adverse developments at other banks and related negative publicity about the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks; and • our success at managing and responding to the risks involved in the foregoing items. You should also consider the risks, assumptions and uncertainties set forth in the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as those set forth in other reports we file with or furnish to the Securities and Exchange Commission (the “SEC”) which are available on our website at www.hf-wa.com and on the SEC's website at www.sec.gov. These risks, assumptions and uncertainties should be considered in evaluating any forward-looking statements, and undue reliance should not be placed on such statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise. Except as otherwise indicated, this presentation speaks as of September 30, 2025. The delivery of this presentation shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company after such date. Certain of the information contained herein may be derived from information provided by industry sources. We believe that such information is accurate and that the sources from which it has been obtained are reliable. We cannot guarantee the accuracy of such information, however, and we have not independently verified such information. Non-GAAP Financial Information The Company reports its results in accordance with United States generally accepted accounting principles (“GAAP”). However, management believes that certain non-GAAP performance measures used in managing the business may provide meaningful information about underlying trends in its business. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP. Slides containing a discussion and reconciliation of non-GAAP financial measures are contained in the Appendix - Reconciliation of Non-GAAP Financial Measures and Quarterly Financial Statistics hereto. All dollars amounts presented throughout the entire presentation are in millions unless otherwise noted, except per share amounts. Percentages presented may not total 100% due to rounding. All tables and charts are as of September 30, 2025 unless otherwise indicated. FORWARD LOOKING STATEMENTS


 
3 Additional Information and Where to Find It The Company will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a joint proxy statement of the Company and Olympic that also constitutes a prospectus of the Company, which will be sent to the shareholders of the Company and Olympic. The Company and Olympic shareholders are advised to read the joint proxy statement/prospectus when it becomes available because it will contain important information about the Company, Olympic and the proposed transaction. When filed, this document and other documents relating to the merger filed by the Company can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing the Company’s website at hf-wa.com under the tab “Financials.” Alternatively, these documents, when available, can be obtained free of charge from the Company upon written request to the Company, Attn: Investor Relations, 201 Fifth Avenue S.W., Olympia, Washington 98501 or by calling (360) 943-1500 or from Olympic, upon written request to Olympic Bancorp, Inc., Attn: Corporate Secretary, PO Box 9, Port Orchard WA 98366. The contents of the website referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus. Participants in This Transaction This presentation does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. The Company, Olympic, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of the Company and Olympic in connection with the proposed merger under SEC rules. Information about the directors and executive officers of the Company and Olympic will be included in the joint proxy statement/prospectus for the proposed merger filed with the SEC. These documents (when available) may be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” Security holders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the definitive proxy statement of the Company relating to its 2025 Annual Meeting of Shareholders filed with the SEC on March 21, 2025 and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. To the extent the holdings of the Company’s securities by the Company’s directors and executive officers have changed since the amounts set forth in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents can be obtained free of charge in the manner described above under “Additional Information and Where to Find It.” DISCLAIMERS


 
HERITAGE FINANCIAL CORPORATION OVERVIEW


 
5 OVERVIEW General Overview Nasdaq symbol HFWA Stock price(2) $24.39 Market capitalization(2) $828 million Institutional ownership(2) 85.0% Headquarters Olympia, WA # of branches 50 Year established 1927 Q3 2025 Financial Highlights Assets $7.0 billion Deposits $5.9 billion Loans receivable $4.8 billion Net income $19.2 million Net interest margin 3.64% ROAE(3) 8.52% ROATCE(1)(4) 11.86% Adjusted ROATCE(1)(4) 12.16% Efficiency ratio 63.3% Adjusted efficiency ratio(1) 62.4% Leverage ratio 10.5% Total capital ratio 13.8% Map obtained from S&P Global Market Intelligence; certain locations of branches overlap on the map. (1) Represents a non-GAAP financial measure (2) Market information as of October 6, 2025. (3) Return on average equity (4) Return on average tangible common equity Metropolitan Statistical Areas Seattle-Tacoma-Bellevue, WA Portland-Vancouver-Hillsboro, OR-WA Eugene-Springfield, OR Boise–Nampa, ID Heritage Location Spokane


 
6 COMPANY STRATEGY Allocate capital to organically grow our core banking business Ÿ Successful hiring of individuals and teams of bankers in high-growth and dynamic Seattle and Portland markets as well as other key markets including branch openings in Eugene, Oregon and Boise, Idaho and loan production office in Spokane, Washington Ÿ Disciplined approach to concentration risk and active portfolio management Improve operational efficiencies and rationalize branch network Ÿ Focused on achieving increased efficiencies with operational scale, internal focus on improving processes and technology solutions Ÿ Closed/Consolidated 36 branches since the beginning of 2010, including 12 branches in 2021 and one branch in 2023 Ÿ Full-time equivalent employee decreased to 749 at September 30, 2025 compared to 803 at December 31, 2023 Generate stable profitability and risk adjusted returns Ÿ Adjusted return on average tangible common equity(1) ("ROATCE") averaged 12.7% from 2022 to 2024. Ÿ Five-year growth in tangible book value(1) of $4.19, or 27.4%, to $19.46 at September 30, 2025 from $15.27 at September 30, 2020 Remain active and disciplined in M&A Ÿ On September 25, 2025, entered into a definitive agreement with Olympic Bancorp, Inc. - $1.7B in assets Ÿ Five completed acquisitions in Washington and Oregon since 2013 Ÿ Target metrics = IRR of >15% with earnbacks < 3 years Maintain conservative underwriting standards and actively manage the loan portfolio Ÿ Long track record of strong underwriting with conservative risk profile Ÿ Disciplined approach to concentration risk Ÿ Net charge-offs on loans to average loans remains low at 0.03%, annualized through September 30, 2025 Focus on core deposits to increase franchise value over the long term Ÿ 27.6% noninterest demand deposits to total deposits at September 30, 2025 Ÿ 1.37% cost of total deposits; top 13% performance among US publicly traded banks in Q2 2025 Engage in proactive capital management Ÿ History of increasing regular dividends and utilizing special dividends to manage capital Ÿ Strong capital ratios: leverage ratio(3) = 10.5%; total capital ratio(3) = 13.8% (1) Represents a non-GAAP financial measure (2) Comparable cost of total deposits provided by S&P Global Market Intelligence for the second quarter of 2025 and includes banks nationwide with shares on Nasdaq or NYSE with total assets less than $100 billion excluding pending merger targets (3) Current quarter capital ratios are estimates pending completion and filing of the Company's regulatory reports


 
7 $113,456 $94,748 $86,463 $78,770 Median household income 4.6% 3.5% 9.9% 5.3% 0.3% 9.7% 3.6% 7.3% 13.3% 4.3% 2.4% 8.8% Seattle MSA Portland MSA Boise MSA USA Unemployment rate 2025-2030 Projected Population Growth 2025-2030 Projected Median Household Income Growth STRONG AND DIVERSE ECONOMIC LANDSCAPE Major Employers in the Pacific Northwest Data obtained from www.bls.gov, www.bea.gov and S&P Global Market Intelligence Unemployment data reflects the BLS's latest monthly Economic New Release - Employment & Unemployment Economic data as of January 2025 MSA Tie-out of websites used: https://www.bls.gov/web/metro/laulrgma.htm https://www.bls.gov/web/laus/laumstcm.htm https://data.bls.gov/timeseries/LNS14000000 https://www.zippia.com/advice/largest-companies-in-washington/https://www.zippia.com/advice/largest-companies-in-oregon/


 
8 LOANS AND DEPOSITS BY LOCATION MSA = Metropolitan or Micropolitan Statistical Area Location based upon branch or office location Loans by MSA Seattle WA $2,255 47.3% Portland OR-WA $752 15.8% Mount Vernon WA $257 5.4% Olympia WA $189 4.0% Yakima WA $107 2.2% Bellingham WA $186 3.9% Eugene OR $83 1.7% Boise ID $86 1.8% Other $854 17.9% Deposits by MSA Seattle WA $2,628 44.9% Portland OR-WA $860 14.7% Mount Vernon WA $337 5.7% Olympia WA $488 8.3% Longview WA $155 2.6% Oak Harbor WA $548 9.4% Yakima WA $224 3.8% Bellingham WA $168 2.9% Other $449 7.7%


 
9 POTENTIAL GROWTH OPPORTUNITIES Map obtained from S&P Global Market Intelligence Certain locations of bank headquarters overlap on the map Financial information as of the most recent quarter publicly available Excluding banks with pending mergers and acquisitions • Long-term goal to build a Pacific Northwest ("PNW") regional commercial community bank; potential opportunities for M&A and production team lift-outs in WA, OR and ID. • Significant number of banks remaining in HFWA footprint; further consolidation is expected. – 11 banks between $200 million and $500 million in assets – 9 banks between $500 million and $1.0 billion in assets – 13 banks between $1.0 billion and $3.5 billion in assets • Target metrics include 15% IRR and earnback of < 3 years. Bank headquarters On September 25, 2025, entered into a definitive agreement with Olympic Bancorp, Inc. - $1.7B in assets


 
10 $1,712 $3,651 $3,879 $4,113 $4,238 $5,553 $6,615 $7,432 $6,980 $7,175 $7,106 $7,130 $7,071 $7,012 $1,747 $1,079 $15.02 $15.68 $16.08 $16.88 $20.63 $22.10 $22.85 $24.34 $22.73 $24.44 $25.40 $25.85 $26.16 $26.62 $10.73 $11.41 $11.86 $12.70 $13.54 $15.07 $15.77 $17.19 $15.66 $17.40 $18.22 $18.70 $18.99 $19.46 Organic Assets Acquired Assets Book value per share Tangible book value per share (1) 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 Acquired Puget Sound Bancorp $639MM in assets Premier Commercial Bancorp $440MM in assets HISTORICAL GROWTH ORGANIC AND ACQUISITIVE Merged with Washington Banking Company $1.7B in assets (1) Represents a non-GAAP financial measure


 
11 GROWTH STRATEGY YEAR ACTIVITY 2013 • Acquired Valley Community Bancshares - $254MM in assets • Acquired Northwest Commercial Bank - $65MM in assets 2014 • Merged with Washington Banking Company - $1.7B in assets 2015 • Added a commercial banking team in Seattle, Washington • Formed Capital Markets Group as result of the added expertise 2017 • Added commercial banking team in the greater Portland, Oregon area • Expanded expertise in non-profit lending and added a commercial position focused on deposit production 2018 • Acquired Puget Sound Bancorp - $639MM in assets • Acquired Premier Commercial Bancorp - $440MM in assets 2019 • Added commercial banking team in the greater Portland, Oregon area • Expanded expertise in the dental and healthcare fields 2022 • Added new commercial banking team in Vancouver, Washington • Added new commercial banking team in Portland, Oregon • Expanded into a new market with addition of commercial banking team and full service branch in Eugene, Oregon (branch opened August 2022) 2023 • Expanded into a new market with addition of commercial banking team and full service branch in Boise, Idaho (branch opened January 2023) 2024 • Expanded Builder Banking team with hiring of new SVP, Director of Builder Banking and sales position in greater Seattle, Washington area. 2025 • Expanded into a new market with addition of commercial banking team and loan production office in Spokane, Washington in January 2025 2025 • Entered into a definitive agreement with Olympic Bancorp, Inc. - $1.7B in assets Bank Acquisitions and Team Additions Bank Acquisition Pending Bank Acquisition Team Addition


 
FINANCIAL UPDATE


 
13 LOAN PORTFOLIO Loan Portfolio Composition $196 $171 $165 $167 $172 $173 $344 $375 $403 $393 $384 $375 $294 $414 $479 $453 $433 $442 $693 $718 $843 $851 $831 $819 $937 $959 $1,003 $985 $1,015 $1,023 $1,587 $1,698 $1,909 $1,916 $1,940 $1,938 Consumer Residential real estate Construction & land development Commercial and Industrial (C&I) Owner-occupied CRE Non-owner occupied CRE 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 New Loan Commitments $24 $21 $18 $20 $24 $2 $— $— $— $— $35 $85 $64 $88 $141 $128 $101 $59 $49 $94$90 $130 $60 $111 $81 Consumer Residential real estate Construction & land development Commercial and Industrial (C&I) Commercial Real Estate (CRE) Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025


 
14 LOC Utilization Rates 29.8% 28.2% 29.7% 30.7% 32.5% 31.0% 42.9% 53.8% 70.2% 68.0% 64.7% 60.8% 31.1% 31.1% 31.6% 32.3% 33.9% 34.5% Utilization Rate - Consumer LOCs Utilization Rate - Construction LOCs Utilization Rate - C&I LOCs 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 Construction Commitments $686 $769 $682 $666 $669 $727 $294 $414 $479 $453 $433 $442 $392 $355 $203 $213 $236 $285 Outstanding Balance Available Credit 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 LINE OF CREDIT ("LOC") UTILIZATION


 
15 COMMERCIAL LOAN EXPOSURE Commercial Business Loans by Industry Exposure Industry Amount WARR at 09/30/25 Real estate, rental and leasing $2,122 4.5 Health care and social assistance 342 4.3 Accommodation and food services 179 5.2 Retail trade 143 4.7 Construction 167 5.0 Other services (except Public administration) 124 4.6 Manufacturing 91 5.0 All other industries 612 4.4 Total $3,780 4.6 CRE Loans only by Collateral Type Collateral Type Amount WARR at 09/30/25 Office $582 4.3 Industrial 517 4.5 Retail store / shopping center 318 4.7 Multi-family 442 4.7 Mixed use property 162 4.6 Motel / hotel 132 5.0 Single purpose 127 4.7 Warehouse 128 4.6 Mini-storage 158 4.2 Recreational / school 81 4.9 Other 314 4.5 Total $2,961 4.5 WARR = Weighted average risk rating Categorized by NAICS code. Office - Owner-occupied CRE 9.8% Office - Non-owner occupied CRE 9.9% Industrial 17.5% Retail store / shopping center 10.7% Multi-family 14.9% Mixed use property 5.5% Motel / hotel 4.5% Single purpose 4.3% Warehouse 4.3% Mini-storage 5.3% Recreational / school 2.7% Other 10.6% Real estate, rental and leasing 56.1% Health care and social assistance 9.0% Accommodation and food services 4.7% Retail trade 3.8% Construction 4.4% Other Services (except Public administration) 3.3% Manufacturing 2.4% All other industries 16.3%


 
16 CHANGES IN LOANS RECEIVABLE $4,775 $174 $(76) $(56) $(48) $4,769 Loans receivable at June 30, 2025 Loans originated Prepayments Maturities / Payoffs Net advances/ payments Loans receivable at September 30, 2025 $4,802 $410 $(214) $(154) $(75) $4,769 Loans receivable at December 31, 2024 Loans originated Prepayments Payoffs Net advances/ payments Loans receivable at September 30, 2025 Change in loans - Q3 2025 Change in loans - YTD 2025


 
17 CRE OFFICE CRE Office Loans by Size Size WARR(2) # of Loans Total Balance(1) Average Balance Per Loan(1) >$10 Million 3.3 5 $ 74,372 $ 14,874 $5-$10 Million 4.1 15 94,313 6,288 $2-$5 Million 4.5 47 143,032 3,043 <$2 Million 4.6 449 270,619 603 TOTAL 4.3 516 $ 582,336 $ 1,129 Quality of CRE Office Portfolio: • 82.0% of loans have recourse to owner • 49.7% of loans are owner occupied which are considered to have a lower risk profile • 24.3% of loans are borrowers in the health care and social assistance sectors, who are less likely to reduce office space CRE Office Loans by Industry Type Health Care and Social Assistance 24.3% Professional, Scientific, and Technical Services 3.2% Finance and Insurance 2.6% Other Services (except Public Administration) 3.0% Accommodation and Food Services 1.0% All Other 65.9% (1) Dollars in thousands (2) Weighted average risk rating


 
18 Net charge-offs (recoveries) on loans to average loans, annualized (0.03)% (0.01)% 0.06% 0.03% 0.22% 0.00% 0.03% 0.04% 0.01% 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 (0.10)% 0.00% 0.10% 0.20% 0.30% Nonaccrual Loans $6 $4 $4 $4 $10 $18 Nonaccrual loans Nonaccrual loans to loans receivable 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 0.15% 0.10% 0.08% 0.09% 0.21% 0.37% NONACCRUAL LOANS AND NET CHARGE-OFFS


 
19 CRITICIZED LOANS $135 $150 $179 $178 $213 $195 $60 $65 $64 $60 $89 $77 $69 $80 $111 $114 $114 $100 Substandard - nonaccrual Substandard - accrual Special mention 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 Criticized Loans by Loan Segment Commercial & industrial 36.9% Owner- occupied CRE 16.9% Non-owner occupied CRE 29.3% Residential real estate 0.7% Construction & land development 15.2% Consumer 1.0% Criticized Loans by Collateral Type Motel/Hotel 7.9% Office 3.5% Multi-Family 13.2% Retail Store/Shopping Center 8.0%Mixed Use Property 5.2% Elder Care 4.0% Farm-Bldgs/Land 5.8% Industrial 3.2% Duplex/Tri-Plex/4-Plex 3.0% Other CRE 19.0% Non-CRE 27.2% $6 $4 $4 $4 $10 $18


 
20 CRITICIZED LOANS AND NET CHARGE-OFF HISTORY Criticized Loans to Total Loans 3.63% 3.79% 6.50% 4.81% 3.34% 3.45% 3.73% 4.48% 2.19% 2.05% 3.47% 2.63% 1.96% 2.32% 2.66% 3.19% Heritage Peer Median 2018 2019 2020 2021 2022 2023 2024 Q2 2025 YTD Net Charge-offs to Average Loans 0.06% 0.09% 0.07% 0.01% (0.03)% (0.01)% 0.06% 0.03% 0.07% 0.11% 0.05% 0.03% 0.02% 0.07% 0.05% 0.07% Heritage Peer Median 2018 2019 2020 2021 2022 2023 2024 Q2 2025 YTD (1) Criticized loans includes loans graded special mention or worse (2) Peer Median is the median of 17 identified peer banks and is as of June 30, 2025 Proactive Credit Management • Heritage proactively downgrades loans that are experiencing financial difficulty. • Criticized loans(1) to total loans higher than peer median(2) since 2018 • NCOs recognized during the same period were generally lower than peer median.


 
21 ACL on Loans $42,986 $47,999 $52,468 $52,160 $52,529 $53,974 1.06% 1.11% 1.09% 1.09% 1.10% 1.13% ACL on loans ($) ACL on loans / Loans (%) 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 ALLOWANCE FOR CREDIT LOSSES ("ACL") ON LOANS $52,529 $31 $1,665 $(213) $(38) $53,974 June 30, 2025 Change in loan balance Change in collective rate Change in rate and balance Individually evaluated loans September 30, 2025 Change in ACL on Loans - Q3 2025 Dollars in thousands


 
22 Average Deposit Balances and Cost of Total Deposits $6,322 $5,706 $5,618 $5,789 $5,675 $5,715 $5,744 $5,779 $5,843 0.11% 0.69% 1.34% 1.38% 1.42% 1.39% 1.38% 1.40% 1.37% 2.02% 1.98% 1.92% 1.94% 1.89% 0.17% 1.03% 1.90% 1.92% Average deposits Cost of total deposits Cost of int-bearing deposits 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 DEPOSITS Deposit Composition 35.5% 30.6% 29.1% 27.7% 27.4% 27.6% 30.9% 28.7% 25.8% 26.1% 25.7% 26.1% 17.9% 19.5% 20.5% 21.9% 22.6% 22.7% 10.5% 8.7% 7.4% 7.4% 7.3% 7.3% 5.2% 12.4% 17.2% 16.9% 17.0% 16.3% Noninterest demand deposits Interest bearing demand deposits Money market accounts Savings accounts Certificates of deposit 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025


 
23 DEPOSIT COMPOSITION Customer Deposits by Relationship Size $804 $378 $1,406 $1,518 $1,751 Over $10MM $5MM-$10MM $1MM-5MM $250K-$1MM Less than $250K Consumer Accounts vs. Business Accounts 25% 59% 16% Consumer Commercial CDs Insured vs. Uninsured 43% 57% Insured Uninsured Deposit portfolio as of September 30, 2025: • Majority of deposits are to customers with relationships of $1 million or less. • Uninsured deposits at 43% of total deposits. 12% of uninsured deposits are public deposits that are 100% pledged. • Mix of commercial and consumer accounts.


 
24 Investment Balances and Investment Yield $2,098 $1,874 $1,468 $1,313 $1,572 $1,468 $1,414 $1,346 $1,313 $1,203 $178 $33 $85 $28 $57 2.48% 3.02% 3.33% 3.36% 3.34% 3.29% 3.34% 3.38% 3.35% Portfolio yield New purchases 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 INVESTMENT PORTFOLIO Portfolio Duration 4.93 4.85 4.55 4.48 4.08 3.37 2.33 3.85 4.56 4.55 4.59 4.68 4.48 4.04 3.76 Duration - total portfolio Duration - new purchases only (1) 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 (1) No investments were purchased during Q3 2024, Q4 2024 or Q3 2025


 
25 $41 $48 $38 $38 $33 $57 $43 $35 $29 $58 $87 $54 $30 $38 $28 $28 $24 $48 $34 $26 $21 $50 $80 $47 $11 $10 $10 $10 $9 $9 $9 $9 $8 $8 $7 $7 Interest Principal Q4 2025 Q1 2026 Q2 2026 Q3 2026 Q4 2026 Q1 2027 Q2 2027 Q3 2027 Q4 2027 Q1 2028 Q2 2028 Q3 2028 INVESTMENT CASHFLOWS Investment cashflows(1) are estimated to be $561 million through Q3 of 2028. (1) Cashflow estimates based on third-party bond accounting service


 
26 INVESTMENT PORTFOLIO HTM Investment by Type US government and agencies 20.6% Residential CMO and MBS 34.2% Commercial CMO and MBS 45.2% Available for sale ("AFS") and held to maturity ("HTM") investment securities percentages are based on fair value as of September 30, 2025 unless otherwise noted Strong Credit Quality of Portfolio: AFS Securities • 89.8% of AFS in U.S. government and agency securities • Only 1.1% of AFS are rated less than AA • 99.9% of AFS portfolio are unpledged HTM Securities • All HTM investments are U.S. government and agency securities • 100% HTM portfolio pledged for public deposits and Federal Reserve Bank borrowings AFS Investment by Type US government and agencies 1.8% Municipal securities 8.1% Residential CMO and MBS 47.3% Commercial CMO and MBS 40.6% Corporate obligations 1.1% Other asset-backed securities 1.1%


 
27 Net Interest Margin 3.33% 3.56% 3.31% 3.53% 3.30% 3.36% 3.44% 3.51% 3.64% 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 NET INTEREST MARGIN Quarterly Change in Net Interest Margin 3.51% 0.04% (0.04)% 0.03% 0.02% 0.08% 3.64% QTD Q2 2025 Loans Investments Interest earning deposits Deposits Borrowings QTD Q3 2025 Net Interest Income $219,385 $225,155 $209,364 $166,044 $52,958 $53,763 $53,690 $54,983 $57,371 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025


 
28 Adjustable Rate Loans - Repricing Schedule $1,053 $151 $153 $197 $324 $358 $106 6.81% 4.07% 4.63% 6.02% 6.25% 6.15% 5.06% 6.82% 6.40% 6.22% 6.07% 6.27% 6.28% 6.53% Floating and Adjustable Rate Loans Wtd Avg Rate (1) Wtd Avg Rate if Repriced (2) < 3 Months 3 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years > 5 Years LOAN MATURITY AND REPRICING (1) Weighted Average Rate as of September 30, 2025 and repricing period signifies the sooner of the next scheduled reprice date or maturity (2) Weighted Average Rate if Repriced as of September 30, 2025 and assumes same index and margin Adjustable Rate Loans • $2.3 billion in total • 55% tied to FHLB index, 20% tied to Prime, 25% tied to SOFR Fixed Rate Loans - Maturity Schedule $117 $104 $159 $240 $238 $285 $1,265 5.05% 5.21% 4.68% 5.28% 5.27% 4.78% 4.45% Fixed Rate Loans Wtd Avg Rate (1) < 3 Months 3 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years > 5 Years Fixed Rate Loans • $2.4 billion in total


 
29 PROFITABILITY TRENDS ROAA and Adjusted ROAA(1) 1.12% 0.86% 0.61% 0.86% 0.63% 0.66% 0.79% 0.70% 1.09% 1.12% 0.99% 0.88% 1.04% 0.87% 0.99% 0.97% 1.03% 1.11% ROAA Adjusted ROAA (1) 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Noninterest Expense/Avg. Assets 2.06% 2.33% 2.22% 2.35% 2.18% 2.20% 2.36% 2.34% 2.36% 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 ROAA = Return on average assets (1) Represents a non-GAAP financial measure


 
30 $81.9 $61.8 $43.3 $45.3 $81.8 $70.9 $62.9 $54.8 Net income Adjusted Net income (1) 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 $11.4 $11.9 $13.9 $12.2 $19.2 $15.7 $17.9 $17.0 $18.1 $19.7 PROFITABILITY TRENDS ROAE, ROATCE(1) and Adjusted ROATCE(1) Net Income and Adjusted Net Income(1), in millions 14.92% 12.76% 10.53% 11.67% 10.42% 11.59% 11.21% 11.59% 12.16%14.94% 11.15% 7.31% 9.67% 7.62% 7.81% 9.22% 7.85% 11.86% 10.08% 7.55% 5.06% 6.88% 5.30% 5.46% 6.51% 5.57% 8.52% ROAE ROATCE (1) Adjusted ROATCE (1) 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 ROAE = Return on average equity ROATCE = Return on average tangible common equity (1) Represents a non-GAAP financial measure


 
31(1) Represents a non-GAAP financial measure (2) Current quarter ratios are estimates pending completion and filing of the Company's regulatory reports CAPITAL RATIOS Equity Ratios 11.4% 11.9% 12.2% 12.4% 12.6% 12.9% 8.2% 8.8% 9.0% 9.3% 9.4% 9.8% Stockholders' equity to total assets (GAAP) Tangible common equity to tangible assets(1) 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 12.8% 12.9% 12.0% 12.2% 12.2% 12.4% 9.7% 10.0% 10.0% 10.2% 10.3% 10.5% 14.0% 14.1% 13.3% 13.6% 13.6% 13.8% Total Risk Based Capital Tier 1 Leverage Ratio Common Equity Tier 1 2022 2023 2024 Q1 2025 Q2 2025 Q3 2025 Regulatory Capital Ratios(2)


 
32 LIQUIDITY POSITION (1) Includes FHLB borrowing availability of $1.28 billion at September 30, 2025 based on pledged assets, however, maximum credit capacity is 45% of the Bank's total assets one quarter in arrears or $3.18 billion Liquidity position at September 30, 2025: • Sufficient liquidity to cover estimated uninsured deposits of $2.5 billion. • Access to brokered deposits of $801 million per internal company policy. Liquidity Sources $2,525 $2,345 $2,542 $2,379 $2,509 $1,068 $976 $1,084 $978 $1,141 $288 $360 $366 $346 $347 $848 $746 $698 $656 $631 $176 $117 $249 $254 $245 $145 $145 $145 $145 $145 112.6% 103.1% 109.3% 100.4% 100.6% FHLB borrowing availability (1) FRB borrowing availability Unencumbered investment securities available for sale at fair value Cash and cash equivalents Fed funds lines % of uninsured deposits covered by liquidity sources Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025


 
SHAREHOLDER RETURN


 
34 TOTAL SHAREHOLDER RETURN Stock Summary(2) Ticker HFWA Exchange Nasdaq Stock price $24.39 Market capitalization (in millions) $827.9 Dividend yield (regular dividend only) 3.94 % Average Daily Volume (3 month) Average daily volume (shares) 204,109 Average daily volume ($000s) $4,977 52-Week High and Low Price 52-week high (November 25, 2024) $27.58 52-week low (April 9, 2025.) $19.84 Per Share Tangible book value per share(1) $19.46 EPS - 2025E $2.08 EPS - 2026E $2.49 Number of research analysts 6 Valuation Ratios Price / Tangible book value(1) 125.3 % Price / 2025E EPS 11.7 Price / 2026E EPS 9.8 Dividends Per Share Declared(3) 0.72 0.61 0.72 0.84 0.80 0.81 0.84 0.88 0.92 0.96 $0.11 $0.12 $0.15 $0.18 $0.20 $0.20 $0.21 $0.22 $0.23 $0.24 $0.12 $0.13 $0.15 $0.18 $0.20 $0.20 $0.21 $0.22 $0.23 $0.24 $0.12 $0.13 $0.15 $0.19 $0.20 $0.20 $0.21 $0.22 $0.23 $0.24 $0.12 $0.13 $0.17 $0.19 $0.20 $0.21 $0.21 $0.22 $0.23 $0.24 $0.25 $0.10 $0.10 $0.10 Q1 Q2 Q3 Q4 Special dividends 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025(1) Represents a non-GAAP financial measure (2) Market information as of October 6, 2025 and earnings per share and valuation ratios are based on analysts consensus (3) Dividend information as of October 22, 2025 $2.31 $2.01 $1.80 $1.59$2.31 $1.75 $1.24 $1.31 $0.45 $0.51 $0.49 $0.53 $0.56 $0.33 $0.34 $0.40 $0.36 $0.55 Diluted EPS Adjusted Diluted EPS(1) 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Diluted EPS and Adjusted Diluted EPS(1)


 
APPENDIX - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND QUARTERLY FINANCIAL STATISTICS


 
36 NON-GAAP FINANCIAL MEASURES Dollars in thousands 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Adjusted Net Income and Adjusted Return on Average Assets ("ROAA"): Net income (GAAP) $ 81,875 $ 61,755 $ 43,258 $ 45,295 $ 11,423 $ 11,928 $ 13,911 $ 12,215 $ 19,169 Exclude (gain) loss on sale of investment securities, net 256 12,231 22,742 10,741 6,945 3,903 3,887 6,854 — Exclude gain on sale of branch including related deposits, net — (610) — — — — — — — Exclude merger related costs — — — 635 — — — — 635 Exclude gain on sale of premise and equipment (403) — (1,552) (8) (1,480) (23) (3) (5) — Exclude tax effect of adjustments 31 (2,440) (4,450) (2,387) (1,148) (815) (816) (1,438) (133) Exclude BOLI restructuring costs included in BOLI Income — — 508 — — 508 — — — Exclude tax expense related to BOLI restructuring — — 2,371 515 — 2,371 — 515 — Adjusted net income (non-GAAP) $ 81,759 $ 70,936 $ 62,877 $ 54,791 $ 15,740 $ 17,872 $ 16,979 $ 18,141 $ 19,671 Average total assets $ 7,321,455 $ 7,140,024 $ 7,133,046 $ 7,051,748 $7,182,921 $7,149,294 $7,103,227 $7,046,943 $7,006,140 ROAA, annualized (GAAP) 1.12 % 0.86 % 0.61 % 0.86 % 0.63 % 0.66 % 0.79 % 0.70 % 1.09 % Adjusted ROAA, annualized (non-GAAP) 1.12 % 0.99 % 0.88 % 1.04 % 0.87 % 0.99 % 0.97 % 1.03 % 1.11 %


 
37 NON-GAAP FINANCIAL MEASURES 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Return on Average Tangible Common Equity ("ROATCE") and Adjusted ROATCE: Net income (GAAP) $ 81,875 $ 61,755 $ 43,258 $ 45,295 $ 11,423 $ 11,928 $ 13,911 $ 12,215 $ 19,169 Add amortization of intangible assets 2,750 2,434 1,640 889 399 399 303 302 284 Exclude tax effect of adjustment (578) (511) (344) (187) (84) (84) (64) (63) (60) Tangible net income (non-GAAP) $ 84,047 $ 63,678 $ 44,554 $ 45,997 $ 11,738 $ 12,243 $ 14,150 $ 12,454 $ 19,393 Tangible net income (non-GAAP) $ 84,047 $ 63,678 $ 44,554 $ 45,997 $ 11,738 $ 12,243 $ 14,150 $ 12,454 $ 19,393 Exclude (gain) loss on sale of investment securities, net 256 12,231 22,742 10,741 6,945 3,903 3,887 6,854 — Exclude gain on sale of branch including related deposits, net — (610) — — — — — — — Exclude merger related costs — — — 635 — — — — 635 Exclude gain on sale of premise and equipment (403) — (1,552) (8) (1,480) (23) (3) (5) — Exclude tax effect of adjustments 31 (2,440) (4,450) (2,387) (1,148) (815) (816) (1,438) (133) Exclude BOLI restructuring costs included in BOLI Income — — 508 — — 508 — — — Exclude tax expense related to BOLI restructuring — — 2,371 515 — 2,371 — 515 — Adjusted tangible net income (non-GAAP) $ 83,931 $ 72,859 $ 64,173 $ 55,493 $ 16,055 $ 18,187 $ 17,218 $ 18,380 $ 19,895 Average stockholders' equity (GAAP) $ 811,942 $ 818,042 $ 854,172 $ 879,666 $ 857,799 $ 868,308 $ 866,629 $ 879,808 $ 892,280 Exclude average intangible assets (249,566) (246,965) (244,910) (243,646) (244,706) (244,302) (243,945) (243,651) (243,350) Average tangible common stockholders' equity (non-GAAP) $ 562,376 $ 571,077 $ 609,262 $ 636,020 $ 613,093 $ 624,006 $ 622,684 $ 636,157 $ 648,930 ROAE, annualized (GAAP) 10.08 % 7.55 % 5.06 % 6.88 % 5.30 % 5.46 % 6.51 % 5.57 % 8.52 % ROATCE, annualized (non-GAAP) 14.94 % 11.15 % 7.31 % 9.67 % 7.62 % 7.81 % 9.22 % 7.85 % 11.86 % Adjusted ROATCE, annualized (non-GAAP) 14.92 % 12.76 % 10.53 % 11.67 % 10.42 % 11.59 % 11.21 % 11.59 % 12.16 % Dollars in thousands


 
38 NON-GAAP FINANCIAL MEASURES 2022 2023 2024 2025 YTD Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Diluted Earnings per Share and Adjusted Diluted Earnings per Share: Net income (GAAP) $ 81,875 $ 61,755 $ 43,258 $ 45,295 $ 11,423 $ 11,928 $ 13,911 $ 12,215 $ 19,169 Exclude (gain) loss on sale of investment securities, net 256 12,231 22,742 10,741 6,945 3,903 3,887 6,854 — Exclude gain on sale of branch including related deposits, net — (610) — — — — — — — Exclude merger related costs — — — 635 — — — — 635 Exclude gain on sale of premise and equipment (403) — (1,552) (8) (1,480) (23) (3) (5) — Exclude tax effect of adjustments 31 (2,440) (4,450) (2,387) (1,148) (815) (816) (1,438) (133) Exclude BOLI restructuring costs included in BOLI Income — — 508 — — 508 — — — Exclude tax expense related to BOLI restructuring — — 2,371 515 — 2,371 — 515 — Adjusted net income (non-GAAP) $ 81,759 $ 70,936 $ 62,877 $ 54,791 $ 15,740 $ 17,872 $ 16,979 $ 18,141 $ 19,671 Average number of diluted shares outstanding 35,463,896 35,258,189 34,899,036 34,481,877 34,658,674 34,553,139 34,506,238 34,446,710 34,413,386 Diluted earnings per share (GAAP) $ 2.31 $ 1.75 $ 1.24 $ 1.31 $ 0.33 $ 0.34 $ 0.40 $ 0.36 $ 0.55 Adjusted diluted earnings per share (non- GAAP) $ 2.31 $ 2.01 $ 1.80 $ 1.59 $ 0.45 $ 0.51 $ 0.49 $ 0.53 $ 0.56 Dollars in thousands


 
39 2016 2017 2018 2019 2020 2021 2022 2023 2024 Tangible Book Value Per Share: Total stockholders' equity (GAAP) $ 481,763 $ 505,305 $ 760,723 $ 809,311 $ 820,439 $ 854,432 $ 797,893 $ 853,261 $ 863,527 Exclude intangible assets (126,403) (125,117) (261,553) (257,552) (254,027) (250,916) (248,166) (245,732) (244,092) Tangible common equity (non-GAAP) $ 355,360 $ 380,188 $ 499,170 $ 551,759 $ 566,412 $ 603,516 $ 549,727 $ 607,529 $ 619,435 Shares outstanding 29,954,931 29,927,746 36,874,055 36,618,729 35,912,243 35,105,779 35,106,697 34,906,233 33,990,827 Book value per share (GAAP) $ 16.08 $ 16.88 $ 20.63 $ 22.10 $ 22.85 $ 24.34 $ 22.73 $ 24.44 $ 25.40 Tangible book value per share (non-GAAP) $ 11.86 $ 12.70 $ 13.54 $ 15.07 $ 15.77 $ 17.19 $ 15.66 $ 17.40 $ 18.22 Moved to 2nd slide Tangible Book Value Per Share (cont'd): 2025 2025 2025 Q1 Q2 Q3 Total stockholders' equity (GAAP) $ 881,515 $ 888,212 $ 904,064 Exclude intangible assets (243,789) (243,487) (243,203) Tangible common equity (non-GAAP) $ 637,726 $ 644,725 $ 660,861 Shares outstanding 34,105,516 33,953,194 33,956,738 Book value per share (GAAP) $ 25.85 $ 26.16 $ 26.62 Tangible book value per share (non-GAAP) $ 18.70 $ 18.99 $ 19.46 NON-GAAP FINANCIAL MEASURES Dollars in thousands


 
40 NON-GAAP FINANCIAL MEASURES Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Efficiency Ratio and Adjusted Efficiency Ratio Total noninterest expense (GAAP) $ 39,290 $ 39,540 $ 41,383 $ 41,085 $ 41,615 Exclude merger related costs $ — $ — $ — $ — $ 635 Adjusted noninterest expense (non-GAAP) $ 39,290 $ 39,540 $ 41,383 $ 41,085 $ 40,980 Net interest income (GAAP) $ 52,958 $ 53,763 $ 53,690 $ 54,983 $ 57,371 Total noninterest income (GAAP) $ 1,837 $ 3,290 $ 3,903 $ 1,517 $ 8,325 Exclude (gain) loss on sale of investment securities, net 6,945 3,903 3,887 6,854 — Exclude gain on sale of premise and equipment (1,480) (23) (3) (5) — Exclude BOLI restructuring costs included in BOLI Income — 508 — — — Adjusted total non interest income (non-GAAP) $ 7,302 $ 7,678 $ 7,787 $ 8,366 $ 8,325 Efficiency ratio (GAAP) 71.7 % 69.3 % 71.9 % 72.7 % 63.3 % Adjusted efficiency ratio (non-GAAP) 65.2 % 64.4 % 67.3 % 64.9 % 62.4 % Dollars in thousands


 
41 As of Period End or for the Three Months Ended September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 Profitability: Net income $ 11,423 $ 11,928 $ 13,911 $ 12,215 $ 19,169 Adjusted net income(1) $ 15,740 $ 17,872 $ 16,979 $ 18,141 $ 19,671 Diluted earnings per share $ 0.33 $ 0.34 $ 0.40 $ 0.36 $ 0.55 Adjusted diluted earnings per share (1) $ 0.45 $ 0.51 $ 0.49 $ 0.53 $ 0.56 Return on average assets 0.63 % 0.66 % 0.79 % 0.70 % 1.09 % Adjusted return on average assets(1) 0.87 % 0.99 % 0.97 % 1.03 % 1.11 % Return on average common equity 5.30 % 5.46 % 6.51 % 5.57 % 8.52 % Return on average tangible common equity(1) 7.62 % 7.81 % 9.22 % 7.85 % 11.86 % Adjusted return on average tangible common equity(1) 10.42 % 11.59 % 11.21 % 11.59 % 12.16 % Net interest margin 3.30 % 3.36 % 3.44 % 3.51 % 3.64 % Efficiency ratio 71.7 % 69.3 % 71.9 % 72.7 % 63.3 % Adjusted efficiency ratio(1) 65.2 % 64.4 % 67.3 % 64.9 % 62.4 % Noninterest expense to average total assets 2.18 % 2.20 % 2.36 % 2.34 % 2.36 % Balance Sheet: Total assets $ 7,153,363 $ 7,106,278 $ 7,129,862 $ 7,070,641 $ 7,011,879 Loans receivable $ 4,679,479 $ 4,802,123 $ 4,764,848 $ 4,774,855 $ 4,769,160 Total deposits $ 5,708,492 $ 5,684,613 $ 5,845,335 $ 5,784,413 $ 5,857,464 Loan to deposit ratio 82.0 % 84.5 % 81.5 % 82.5 % 81.4 % Capital: Book value per share $ 25.61 $ 25.40 $ 25.85 $ 26.16 $ 26.62 Tangible book value per share(1) $ 18.45 $ 18.22 $ 18.70 $ 18.99 $ 19.46 Leverage ratio 9.9 % 10.0 % 10.2 % 10.3 % 10.5 % Total capital ratio 13.6 % 13.3 % 13.6 % 13.6 % 13.8 % Credit Quality: Nonperforming assets to total assets 0.13 % 0.07 % 0.06 % 0.26 % 0.30 % ACL on loans to loans receivable 1.10 % 1.09 % 1.09 % 1.10 % 1.13 % Dollars in thousands (1) Represents a non-GAAP financial measure QUARTERLY FINANCIAL STATISTICS