HFWA · Heritage Financial Corporation

This 8-K/A amendment fulfills Item 9.01 requirements by furnishing audited consolidated financial statements of Olympic Bancorp, Inc. and Subsidiary for the years ended December 31, 2025 and 2024, along with auditor consents and unaudited pro forma condensed combined financial information. Olympic's 2025 results showed significant improvement with net income rising to $12.4 million from $5.2 million in 2024, driven by higher net interest income ($50.6 million vs. $48.5 million), a credit loss reversal of $0.4 million versus a $6.0 million provision, and increased non-interest income to $16.0 million. Total assets slightly declined to $1.65 billion, with deposits growing to $1.40 billion. The pro forma balance sheet as of December 31, 2025 illustrates the combined entity with total assets of $8.57 billion, loans net of $5.68 billion, and shareholders' equity of $1.09 billion, incorporating fair value adjustments, reclassifications, and preliminary merger accounting under ASC 805. Pro forma 2025 income reflects net income of $67.6 million and diluted EPS of $1.62, after $18.5 million net merger costs and purchase accounting effects like loan fair value adjustments. The merger enhances Heritage's footprint in western Washington, adding Olympic's 16 branches serving small/middle-market businesses and municipalities. Adjustments include redemption of Olympic's $35 million subordinated debt and $30 million borrowings pre-closing, sales of investment securities, and classification of acquired loans as PCD/PSLs with gross-up ACL. These disclosures enable investors to assess integration impacts and combined financial position post-merger.