8-K

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): December 21, 2022

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 000-29480

(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:

Securities registered pursuant to Section 12 (b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of New Director

On December 20, 2022 the Board of Directors (“Board”) of Heritage Financial Corporation (“Heritage”) approved the appointment of Eric Chan to the Heritage Board effective January 1, 2023. In addition, Mr. Chan was appointed to the Board of Directors of Heritage’s financial institution subsidiary, Heritage Bank. Mr. Chan will serve on the Audit and Risk Committees.

For further information concerning Mr. Chan’s background, reference is made to the press release dated December 21, 2022, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There are no family relationships between Mr. Chan and any director or other executive officer of Heritage or its subsidiaries and Mr. Chan was appointed as a director pursuant to any arrangement or understanding with any person. Mr. Chan has not engaged in any transactions with Heritage or its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being filed herewith and this list shall constitute the exhibit index:

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.

pressreleaseannouncingne

Exhibit 99.1 For Immediate Release December 21, 2022 Heritage Financial Corporation Appoints Eric Chan to its Board of Directors Olympia, WA, December 21, 2022/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (Nasdaq: HFWA) is pleased to announce the appointment of Eric K. Chan to its Board of Directors. Mr. Chan was also appointed to the Board of Directors of Heritage’s wholly-owned subsidiary, Heritage Bank. The appointment is effective January 1, 2023. “We are pleased to welcome Eric to our board of directors,” said Brian L. Vance, Board Chair. “Eric brings the depth of finance and operational experience we were searching for along with extensive executive leadership experience. Eric’s background and business acumen will add valuable expertise to our board.” Mr. Chan has been the Chief Financial Officer for the Los Angeles Clippers since 2018. Prior to his current role, Mr. Chan was the Chief Financial Officer for The Bouqs Company and Loot Crate from 2015 to 2018. Mr. Chan also served as Senior Vice President and Divisional Chief Financial Officer with Mattel, Inc. from 2009 to 2015. Mr. Chan also served in various executive roles during his time at Cisco Systems, Inc. from 2004 to 2009. Mr. Chan earned a Bachelor of Science in Business Administration from the University of California, Berkeley, where he graduated with high honors and a Master of Business Administration from Harvard Business School. Mr. Chan resides in Los Angeles, CA and serves as President of the El Segundo Economic Development Corporation, a non-profit 501(c)3 he started in 2020. About Heritage Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Heritage Bank has a branching network of 50 banking offices in Washington and Oregon. Heritage Bank also does business under the Whidbey Island Bank name on Whidbey Island. Heritage’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. Contact Jeffrey J. Deuel, Chief Executive Officer, (360) 943-1500