Heritage Financial Corporation · NASDAQ:HFWA
Heritage Financial — Merger or Acquisition (October 2025)
22 slides from Heritage Financial's merger presentation, Oct 1, 2025
Slide 1: Rule 425 filing: presentation sent to Kitsap Bank employees
Filed by Heritage Financial Corporation (Commission File No.: 000-29480) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 The following is a presentation that was sent to employees of Kitsap Bank on September 30, 2025.
Slide 2: Heritage Bank
Heritage BANK
Slide 3: Welcome
WELCOME ¢ Heritage Executive Team * Strategic Expansion in the Puget Sound Region ¢ About Heritage
Slide 4: Heritage Executive Team
HERITAGE EXECUTIVE TEAM Banking Heritage Name Position Experience Service Previous Experience Bryan McDonald President and Chief Executive Officer 30 years 19 years WBCO, WAMU, WestOne /U.S. Nic Bley EVP and Chief Operating Officer 29 years tyear JPMChase/WAMU Don Hinson EVP and Chief Financial Offi
Slide 5: Strategic Expansion in the Puget Sound Region
Slide 6: Strategic Expansion in the Puget Sound Region
STRATEGIC EXPANSION IN THE PUGET SOUND REGION * Overview — Combines two well-respected banks that share a deep commitment to customers and local communities — Creates a more robust banking platform across the Puget Sound region, providing the scale and capabilities of a larger bank while maintaining
Slide 7: Logical Geographic Fit
STRATEGIC EXPANSION IN THE PUGET SOUND REGION Logical Geographic Fit Deposits for Kitsap Bank — By City and County @ HFWA (51) © Kitsap (17) Kitsap Bank Total Market Deposits “ot ($000) Total Cities 1 Port Orchard, WA 3 ‘S 277887 20.1% 1 $ 862,585 2 Bremerton, WA 2S 193689 140% 1 $360,126 3 Silverda
Slide 8: About Heritage
Slide 9: About Heritage
ABOUT HERITAGE ¢ Serving our local communities since 1927 * Commercial bank with strong ties to the communities we serve * Committed to building long-term relationships with clients * Complete array of competitive and innovative business and personal banking tools * Strong financial performance and
Slide 10: Heritage history of organic growth and strategic M&A
STRATEGIC EXPANSION IN THE PUGET SOUND REGION Heritage has long history of successful organic growth and strategic M&A Acquired Puget Sound Bancorp with $S56IA in assets {and Premier Commercial _Bancorp with $362MM Assets (Merger with Washington Ranking Company with $1.78 in assets Acquired Valey Co
Slide 11: Our Mission
OUR MISSION * We are committed to being the leading commercial community bank in the Pacific Northwest by continuously improving: — Customer satisfaction — Employee empowerment — Community investment — Shareholder value 10
Slide 12: Our Values
OUR VALUES ¢ Trust: We operate with honesty and integrity. ¢ Professionalism: We conduct ourselves in a professional and ethical manner with commitment and respect for others. * Service Excellence: We are committed to high ethical standards and superior customer service. ¢ Open Communications: We co
Slide 13: Community Commitment
COMMUNITY COMMITMENT * Heritage is committed to improving the communities we serve — Contributed more than $1.2 million to over 500 organizations in 2024 — Volunteered more than 5,500 hours with over 200 organizations in 2024 — Signature programs: * Sixteen (16) paid volunteer hours per year + Month
Slide 14: Merger Timeline and Next Steps
Slide 15: Merger Timeline
MERGER TIMELINE * Definitive Agreement signed September 25, 2025 ¢ Regulatory Approval will take 90 to 120 days; during this time Kitsap Bank remains an independent company * Change in Control (CIC) is estimated to occur in the first quarter of 2026, likely late January * System Conversion is antici
Slide 16: Next Steps - What to Expect
NEXT STEPS —- WHAT TO EXPECT ¢ Allemployees are currently designated as ongoing or in transition * Our goalis to meet with all transition employees and confirm each transition employee’s status by the end of October — Some will be offered ongoing employment — Some will remain in transition. We may n
Slide 17: Next Steps - What to Expect
NEXT STEPS — WHAT TO EXPECT ¢ We understand change can cause uncertainty — Waiting for updates about your job status will be stressful and we understand that many of you will be worried for yourself and your team members — We appreciate your patience while we finalize the staff integration and benef
Slide 18: Next Steps - What to Expect
NEXT STEPS — WHAT TO EXPECT We expect to begin employee meetings as early as this week and over the next few weeks * Itwill take us some time to meet with everyone * Expect follow-up meetings with smaller groups of employees as we begin to understand the organization * We will regularly communicate
Slide 19: Important Note
IMPORTANT NOTE + There will be change (change can bring opportunities...) — Wewill communicate frequently * Be Informed — About the acquisition and Heritage Bank; customers will look to you for answers, guidance and reassurance + Be Prepared — Know your resources and be able to answer questions; kee
Slide 20: Thank You
Slide 21: Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, e
Slide 22: Additional information and participants in the transaction
Financial Corporation, Attn: Investor Relations, 201 Fifth Avenue S.W., Olympia, Washington 98501 or by calling (360) 943- 1550 or from the Target, upon written request to Olympic Bancorp, Inc., Attn: Corporate Secretary, P.O. Box 9, Port Orchard, Washington 98366. The contents of the website refere
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