Heritage Financial Corporation · NASDAQ:HFWA
Heritage Financial — Merger or Acquisition (September 2025)
10 slides from Heritage Financial's merger presentation, Sep 26, 2025
Slide 1: Filed by Heritage Financial Corporation Pursuant to Rule 425
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 officers and members of management of Heritage
Slide 2: Heritage Bank
we) Heritage BANK
Slide 3: Strategic Expansion in the Puget Sound Region
STRATEGIC EXPANSION IN THE PUGET SOUND REGION * About the acquisition — Kitsap Bank is headquartered in Port Orchard, WA and has 17 banking offices (16 branches and 1 LPO in Bellevue) — Extends Heritage footprint into adjacent markets of Kitsap, Jefferson and Clallam counties — Market overlap with H
Slide 4: Company Highlights — Kitsap Bank
STRATEGIC EXPANSION IN THE PUGET SOUND REGION ~ Company Highlights — Kitsap Bank $1.7B $1.4B 1.09% | Total Assets Total Deposits Cost of Deposits 6.96% 68% 0.01% | TCE Ratio’? Loans / Deposits NPAs / Asseis ‘Source: S&P Capita IQ Pro, as of he quarier ended 6/30/2025 ({)TCE ratio for consolidated ho
Slide 5: Strategic Expansion
STRATEGIC EXPANSION IN THE PUGET SOUND REGION Strategic Expansion Scarcity Value of Kitsap Bank Financially Attractive Positions Heritage as the leading community bank in the Puget Sound region Entering new markets with strong position Pro forma rank as #1 market share for a community bank in Kitsap
Slide 6: Logical Geographic Fit: Deposits for Kitsap Bank by City and County
STRATEGIC EXPANSION IN THE PUGET SOUND REGION Logical Geographic Fit Deposits for Kitsap Bank — By City and County * silane ine Cities - a, 1 Port Orchards WA ye is ST eats 2 Bremerton, WA 2 S$ 20e SEK 1S SITS oo 3 Gig Harbor, WA 1 ‘S$ 178,768 13.2% 6 S 1,861,374 é 4 Siherdale, WA + $ M9459 8ee 3S B
Slide 7: Heritage has long history of successful 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 | era ‘Acquired Puget Sound ‘Bancorp with $666M in assets ‘and Premier Commercial ‘Bancorp with $3B2MM Assets Merger with Washingion Banking Company wth $1.75 in assets ° ‘Acquired
Slide 8: Important Timing
STRATEGIC EXPANSION IN THE PUGET SOUND REGION ¢ Important Timing: — Signed Definitive Agreement on September 25, 2025 — formal agreement in which Heritage Bank has agreed to purchase Kitsap Bank. — We anticipate closing will occur toward the end of January 2026. This is the “Change in Control” (CIC)
Slide 9: Cautionary Note Regarding Forward-Looking Statements
Cautionary Note Regarding Forward-Looking Statements This presentation 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 pl
Slide 10: Additional Information and Where to Find It
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results. Additional Information and Where to Find It Heritage will file a registration statement on Form S-4 with the SEC in connection with the proposed Merge
Heritage Financial — Merger or Acquisition (September 2025) on 6ix