Business Context and Reporting Period
Company: Heritage Financial Corporation (HFWA)
Filing Type: Form 8-K (Current Report)
Report Date: January 31, 2026
Event: Completion of the acquisition of Olympic Bancorp, Inc. ("Olympic") and the subsequent merger of Kitsap Bank into Heritage Bank.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period.
- Transaction Consideration: Each outstanding share of Olympic common stock was converted into the right to receive 45.0 shares of Heritage Financial Corporation common stock.
- Fractional Shares: Cash was paid in lieu of fractional shares.
- Pro Forma Data: Unaudited pro forma financial information is not included in this filing; it will be filed via amendment within 71 days.
Material Changes
The primary material change is the structural consolidation of the two entities:
- Corporate Merger: Olympic Bancorp, Inc. merged with and into Heritage Financial Corporation, with Heritage surviving.
- Bank Subsidiary Merger: Kitsap Bank (subsidiary of Olympic) merged with and into Heritage Bank (subsidiary of Heritage), with Heritage Bank surviving.
- Shareholder Impact: Olympic shareholders received Heritage stock at a fixed ratio; existing Heritage shareholders were unaffected by the share conversion.
Guidance, Outlook, and Risks
Management Commentary: The Company issued a press release on February 2, 2026, announcing the completion of the Merger. The filing references the Agreement and Plan of Merger dated September 25, 2025, for full transaction details.
Contingencies and Unusual Items:
- Financial Statement Filing: Financial statements of the acquired business and pro forma financial information are pending and will be filed by amendment no later than 71 days after the filing date.
- Regulatory Disclosure: Information furnished under Item 7.01 is not deemed "filed" for purposes of Section 18 of the Exchange Act unless expressly incorporated by reference.
Investor Verification Checklist
- Verify the final share exchange ratio of 45.0 Heritage shares for each Olympic share.
- Monitor the upcoming amendment to this 8-K (due within 71 days) for unaudited pro forma financial statements and acquired business financials.
- Review the full text of the Agreement and Plan of Merger (Exhibit 2.1 referenced in the September 25, 2025 filing) for omitted schedules and specific terms.
- Confirm the operational integration timeline for Kitsap Bank into Heritage Bank.