Page 1

Table of Contents ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-29480 HERITAGE FINANCIAL CORPORATION ( Exact name of registrant as specified in its charter ) Title of each class Common Stock Washington ( State or other jurisdiction of incorporation or organization ) 201 Fifth Avenue SW , Olympia WA ( Address of principal executive offices ) Large accelerated filer Non - accelerated filer 91-1857900 ( I.R.S. Employer Identification No. ) ( 360 ) 943-1500 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) HFWA Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No | Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . 98501 ( Zip Code ) Name of each exchange on which registered NASDAQ Stock Market LLC Yes > No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer " , " accelerated filer " , " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act Accelerated filer Smaller reporting company 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 pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No | The aggregate market value of the voting and non - voting common equity held by non - affiliates of the registrant as of June 30 , 2020 , based on the closing price of its common stock on such date , on the NASDAQ Global Select Market , of $ 20.00 per share , and 35,347,655 shares held by non - affiliates was $ 706,953,100 . The registrant had 35,914,775 shares of common stock outstanding as of February 17 , 2021 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates .