Contract

Exhibit 10.1 HERITAGE FINANCIAL CORPORATION TRANSITIONAL EMPLOYMENT AGREEMENT This TRANSITIONAL EMPLOYMENT AGREEMENT is made and entered into effective as of July 1, 2024, by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and XXXXXXX X. XXXXX (“Executive”). As used in this Agreement, capitalized terms have the meanings set forth in Section 25. RECITALS A. Executive is currently employed by the Company, pursuant to the terms of that certain employment agreement effective July 1, 2019 (“Prior Employment Agreement”), by and between the Company and the Executive. B. Heritage Bank is a wholly-owned subsidiary of the Company. C. Pursuant to the terms of the Prior Employment Agreement, Executive is currently employed as President and Chief Executive Officer of the Company and Chief Executive Officer of Heritage Bank and currently serves as a member of the Board and the Heritage Board. D. The Company desires, with Executive’s assistance, to implement a succession plan with respect to Executive’s employment, and Executive desires to provide such assistance. E. The Company desires to continue to employ, Executive pursuant to the terms of this Agreement and Executive desires to continue to be employed by the Company pursuant to such terms. F. The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment with the Company, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed, and the financial details relating to any decision that either the Company or Executive may make to terminate this Agreement and Executive’s employment with the Company. G. The Parties desire to enter into this Agreement as of the Effective Date and, to have this Agreement supersede in its entirety the Prior Employment Agreement and to the extent provided herein, all prior employment agreements between the Parties, whether or not in writing, and to have any such prior employment agreements become null and void as of the Effective Date. AGREEMENT In consideration of the foregoing and the mutual promises and covenants of the Parties set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree as follows:

3 (d) Executive shall continue to serve as a member of the Board and the Heritage Board through the CEO Retirement Date. The Parties agree that the Company shall not nominate Executive to serve as a member of the Board or the Heritage Board following the CEO Retirement Date. (e) During the CEO Period, Executive shall have the duties and responsibilities that are commensurate with Executive’s positions and any other duties and responsibilities that may be reasonably assigned to Executive by the Board or the Heritage Board, and Executive shall perform all such duties faithfully and efficiently, which shall specifically include facilitating an amicable and efficient transition of duties to Executive’s successor for each of the above positions, subject to the direction of the Board and the Heritage Board, and shall have such authorities and powers as are inherent to the undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and duties required of Executive hereunder. (f) During the CEO Period, Executive shall perform the duties required by this Agreement at the Company’s office located in Tacoma, Washington, unless the nature of such duties requires otherwise. Notwithstanding the foregoing provisions of this Section 4, during the CEO Period, Executive may devote reasonable time to activities other than those required under this Agreement, including activities of a charitable, educational, religious, or similar nature (including professional associations) to the extent such activities do not, in the reasonable judgment of the Board, inhibit, prohibit, interfere with, or conflict with Executive’s duties under this Agreement or conflict in any material way with the business of the Company or its Affiliates; provided, however, that Executive shall not serve on the board of directors of any business (other than the Company or its Affiliates) or hold any other position with any business without receiving the prior written consent of the Board. 5. CEO Compensation and Benefits. Subject to the terms and conditions of this Agreement, during the Agreement Term, while Executive is employed or engaged by the Company, the Company shall compensate Executive for Executive’s services as follows: (a) During the CEO Period, Executive shall be paid a base salary at an annual rate of Seven Hundred Thirty-Two Thousand Three Hundred and Thirty Dollars ($732,330) (the “Annual Base Salary”), which shall be payable in accordance with the normal payroll practices of the Company then in effect. (b) During the CEO Period, Executive shall be eligible to receive performance-based annual incentive bonuses (each, the “Incentive Bonus”) from the Company for each fiscal year ending during the CEO Period, based on a Target Bonus of not less than Fifty Percent (50%) of the Annual Base Salary, provided, however, that for the fiscal year ending December 31, 2025 the Incentive Bonus shall be determined based on the Company’s full year actual performance using the Executive’s Annual Base Salary in effect at the end of the CEO Period, then pro-rated for the period from January 1, 2025 through the end of the CEO Period. Incentive Bonuses shall be established and determined in accordance with the Company’s annual cash incentive plan, as may be in effect from time to time, or otherwise as determined by the

4 Board. Any Incentive Bonus shall be paid to Executive no later than two and one-half months after the close of the year in which it is earned, provided that any Incentive Bonus shall not be considered earned until the Board has made all determinations and taken all actions necessary to establish such Incentive Bonus. Executive shall not be eligible to earn Incentive Bonuses for periods following the CEO Retirement Date. (c) During the CEO Period, Executive shall be eligible to participate, subject to the terms thereof, in all incentive plans of the Company as may be in effect from time to time with respect to senior executives employed by the Company, on as favorable a basis as other similarly situated and performing executives. Notwithstanding the foregoing, Executive shall be eligible to receive restricted stock unit awards to be granted in 2025. Executive shall continue to vest in such restricted stock unit awards for so long as Executive remains an employee of the Company or serves as consultant as provided herein. The restricted stock unit awards shall be separately reflected in written award agreements setting forth the complete terms and conditions with respect to each award. (d) During the CEO Period, Executive shall continue to be eligible to receive Company contributions pursuant to the Heritage Financial Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) for the 2024, and 2025 plan years to be contributed in 2025, and 2026 respectively, pursuant to the terms of the Deferred Compensation Plan and the applicable amended and restated participation agreement, dated September 7, 2012, as subsequently amended; provided, however, that for the 2025 plan year, the Company contribution, if any, shall be based off of Executive’s Annual Base Salary earned through and including the CEO Retirement Date, rather than the Annual Base Salary in effect on the last day of the applicable plan year. (e) During the CEO Period, Executive and Executive’s dependents, as the case may be, shall be eligible to participate, subject to the terms thereof, in all tax qualified retirement and similar benefit plans and all medical, dental, disability, group and executive life, accidental death and travel accident insurance, and other similar welfare benefit plans of the Company as may be in effect from time to time with respect to senior executives employed by the Company, on as favorable a basis as other similarly situated and performing executives. (f) During the CEO Period, Executive shall be entitled to accrue paid vacation in accordance with and subject to the Company’s vacation programs and policies as may be in effect from time to time. (g) During the CEO Period, Executive shall be eligible to be reimbursed by the Company, on terms that are substantially similar to those that apply to other similarly situated and performing executives employed by the Company, for reasonable out-of-pocket expenses for entertainment, travel, meals, lodging, and similar items that are consistent with the Company’s expense reimbursement policy and that are actually incurred by Executive in the promotion of the Company’s business.

7 (i) On the first regularly-scheduled payroll date following the 45th day following the Termination Date, Executive shall commence receiving the Severance Amount (less any amount described in Section 9(c)(ii)), with such amount to be paid in substantially equal monthly installments through the end of the original Agreement Term, with each successive payment being due on the monthly anniversary of the Termination Date. (ii) To the extent any portion of the Severance Amount exceeds the “safe harbor” amount described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A), Executive shall receive such portion of the Severance Amount that exceeds the “safe harbor” amount in a single lump sum payment payable on the first regularly-scheduled payroll date following the 45th day following the Termination Date. (iii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits described in Section 9(f). (iv) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied all service-based vesting requirements, and performance–based vesting requirements shall be based upon actual Company performance for the applicable periods and settled thereafter as if Executive had continued service through the end of the applicable performance period, with such vesting to be no less than as otherwise provided in the applicable plan and award agreements. (d) Termination upon a Change in Control. Subject to Section 10 below, if Executive’s employment is subject to a Termination within a Covered Period on or before the CEO Retirement Date, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits: (i) On the 45th day following the Termination Date, the Company shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 9(f). (iii) Any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied all service-based vesting requirements, and performance–based vesting requirements shall be based upon actual Company performance for the applicable periods and settled thereafter as if Executive had continued service through the end of the applicable performance period, with such vesting to be no less than as otherwise provided in the applicable plan and award agreements. (e) Termination During Non-Officer Period. Subject to Section 10 below, if during the Non-Officer Period, Executive’s Transition Services are terminated by the

8 Company other than a Termination for Cause, then (i) Executive shall continue to receive Executive’s Annual Base Salary, as provided herein, through the end of the original Non-Officer Period, and (ii) any equity awards granted to Executive by the Company that are subject to vesting, performance, or target requirements shall be treated as having satisfied all service-based vesting requirements as if Executive had continued to be engaged through the end of the original Non-Officer Period, and performance–based vesting requirements shall be based upon actual Company performance for the applicable periods and settled thereafter as if Executive had continued service through the end of the original Non-Officer Period, with such vesting to be no less than as otherwise provided in the applicable plan and award agreements. If during the Non- Officer Period, Executive’s employment is terminated by Executive, or due to Executive’s death or Disability, then other than the Minimum Benefits, if applicable, Executive shall have no right to benefits under this Agreement (and the Company and its Affiliates shall have no obligation to provide any such benefits) for periods after the Termination Date; provided, however, in the event of Executive’s death or Disability, then the impact on any outstanding equity awards shall be determined by the terms and conditions of the applicable plan and award agreements. (f) Medical and Dental Benefits. Subject to Section 10 below, if Executive’s employment is subject to a Termination during the CEO Period, then to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical or dental plans of the Company (or an Affiliate) for active employees immediately prior to the Termination Date, then, provided Executive is eligible for and elects coverage under the health care continuation rules of COBRA, the Company shall provide Executive and those dependents with coverage equivalent to the coverage in effect immediately prior to the Termination. For a period of up to 12 months, but not beyond the CEO Retirement Date, Executive shall be required to pay the same amount as Executive would pay if Executive continued in employment with the Company during such period and thereafter Executive shall be responsible for the full cost of such continued coverage; provided, however, that such coverage shall be provided only to the extent that it does not result in any additional tax or other penalty being imposed on the Company (or an Affiliate) or violate any nondiscrimination requirements then applicable with respect to the applicable plans. The coverages under this Section 9(f) may be procured directly by the Company (or an Affiliate, if appropriate) apart from, and outside of the terms of the respective plans, provided that Executive and Executive’s dependents comply with all of the terms of the substitute medical or dental plans, and provided, further, that the cost to the Company and its Affiliates shall not exceed the cost for continued COBRA coverage under the Company’s (or an Affiliate’s) plans, as set forth in the immediately preceding sentence. In the event Executive or any of Executive’s dependents is or becomes eligible for coverage under the terms of any other medical and/or dental plan of a subsequent employer with plan benefits that are comparable to Company (or Affiliate) plan benefits, the Company’s and its Affiliates’ obligations under this Section 9(f) shall cease with respect to the eligible Executive and/or dependent. Executive and Executive’s dependents must notify the Company of any subsequent employment and provide information regarding medical and/or dental coverage available.

11 Company or an Affiliate and (iii) as a fiduciary of any employee benefit plan of the Company and any Affiliate. (j) Regulatory Suspension and Termination. (i) If Executive is suspended or temporarily prohibited from participating in the conduct of the affairs of the Company or an Affiliate by a notice served under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings; if the charges in such notice are dismissed, the Company may in its discretion (A) pay Executive all or part of the compensation withheld while its and its Affiliates’ obligations under this Agreement were suspended and (B) reinstate in whole or in part any of its and its Affiliates’ obligations that were suspended, all in accordance with Code Section 409A. (ii) If Executive is removed or permanently prohibited from participating in the conduct of the affairs of the Company or an Affiliate by an order issued under Section 8(e) or 8(g) of the FDIA, or pursuant to Section 30.12.040 of the Revised Code of Washington, all obligations of the Company and its Affiliates under this Agreement shall terminate as of the effective date of the order, provided that this Section 9(j) shall not affect any vested rights of the Parties. (iii) If the Company is in default as defined in Section 3(x) of the FDIA, all obligations of the Company under this Agreement shall terminate as of the date of default, provided that this Section 9(j) shall not affect any vested rights of the Parties. (iv) All obligations of the Company under this Agreement shall be terminated, except to the extent determined by the FDIC that continuation of this Agreement is necessary for the continued operation of the institution, at the time the FDIC enters into an agreement to provide assistance to or on behalf of the Company under the authority contained in Section 13(c) of the FDIA, or when the Company is determined by the FDIC to be in an unsafe or unsound condition, provided that this Section 9(j) shall not affect any vested rights of the Parties. (v) Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA. (k) Clawback. Any payment or benefit received under this Agreement shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time, or any applicable law. In addition, and notwithstanding any provision of this Agreement to the contrary, if any Severance Restrictions require the recapture or “clawback” of any Severance Amount paid to Executive under this Agreement, Executive shall repay to the

13 sources, and fitting them together to claim that Executive did not violate any terms set forth in this Agreement. (ii) Notwithstanding the foregoing, an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, Executive has the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be construed to authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means. (iii) Nothing contained herein shall impede Executive’s ability to report possible federal securities law violations to the Securities and Exchange Commission and other governmental agencies (i) without the Company’s prior approval, and (ii) without having to forfeit or forego any resulting whistleblower awards. (iv) Nothing contained herein shall impede Executive’s ability to disclose sexual harassment or sexual assault occurring in the workplace, at work related events coordinated by or through the Company or Heritage Bank, or between employees, or between employees off of the Company or Heritage Bank premises. (b) Documents and Property. (i) All records, files, documents, and other materials or copies thereof relating to the business of the Company or its Affiliates that Executive prepares, receives, or uses, shall be and remain the sole property of the Company and, other than in connection with the performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of the Company or its Affiliates without the Company’s prior written consent, and shall be immediately returned to the Company upon Executive’s termination of employment for any reason, together with all copies (including copies or recordings in electronic form), abstracts, notes, or reproductions of any kind made from or about the records, files, documents, or other materials. Executive shall disclose to the Company all computer and internet user identifications and passwords used by Executive in the course of Executive’s performance of Executive’s duties hereunder or necessary for accessing information on the Company’s or its Affiliates’ computer systems upon Executive’s termination of employment for any reason.

14 (ii) Executive acknowledges that Executive’s access to and permission to use the Company’s and its Affiliates’ computer systems, networks, and equipment, and all Company and Affiliate information contained therein, is restricted to legitimate business purposes on behalf of the Company. Any other access to or use of such systems, network, equipment, and information is without authorization and is prohibited. The restrictions contained in this Section 11(b) extend to any personal computers or other electronic devices of Executive that are used for business purposes relating to the Company or its Affiliates (including smart phones, PDAs, digital tablets, or other portable electronic devices). Executive shall not transfer any Company or Affiliate information to any personal computer or other electronic device that is not otherwise used for any business purpose relating to the Company or an Affiliate. Upon the termination of Executive’s employment with the Company for any reason, Executive’s authorization to access and permission to use the Company’s and its Affiliates’ computer systems, networks, and equipment, and any Company and Affiliate information contained therein, shall cease. (c) Non-Competition and Non-Solicitation. The primary service area of the Company’s and its Affiliates’ businesses in which Executive will actively participate extends separately to the Restricted Area. Therefore, as an essential ingredient of and in consideration of this Agreement and Executive’s employment, or continued employment, with the Company and its Affiliates, Executive shall not, during Executive’s employment or engagement, or during the Restricted Period, whether the termination of Executive’s employment occurs during the Agreement Term or thereafter, directly or indirectly do any of the following (all of which are collectively, with the Sections 11(a) and 11(b) referred to in this Agreement as the “Restrictive Covenant”): (i) Engage or invest in, own, manage, operate, finance, control, participate in the ownership, management, operation, or control of, be employed by, associated with, or in any manner connected with, serve as a director, officer, or consultant to, lend Executive’s name or any similar name to, lend Executive’s credit to, or render services or advice to, any person, firm, partnership, corporation, or trust that owns, operates, or is in the process of forming a Competitor with an office located, or to be located at an address identified in a filing with any regulatory authority, within the Restricted Area; provided, however, that the ownership by Executive of shares of the capital stock of any institution, which shares are listed on a securities exchange and that do not represent more than 1% of the institution’s outstanding capital stock, shall not violate any terms of this Agreement. For purposes of clarification and not limitation or expansion, it is the Parties intent that the foregoing is not intended to limit Executive from performing services outside of the Restricted Area for a person or entity solely because the person or entity has a location within the Restricted Area, unless Executive’s services are directed towards activities on behalf of such person or entity within the Restricted Area;

15 (ii) (A) Induce or attempt to induce an employee of the Company or its Affiliates (limited to all officer-level employees, Executive’s direct reports, or members of Executive’s department or area of responsibility) to leave the employ of the Company or its Affiliates; (B) in any way interfere with the relationship between the Company or its Affiliates and any management-level employee of the Company or its Affiliates; or (C) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or its Affiliates to cease doing business with the Company or its Affiliates or in any way interfere with the relationship between the Company or its Affiliates and their respective customers, suppliers, licensees, or other business relations. (iii) Solicit the business of any person or entity known to Executive to be a customer of the Company or its Affiliates, where Executive, or any person reporting to Executive, had accessed Confidential Information of, had an ongoing business relationship with, or had made Substantial Business Efforts with respect to, such person or entity, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Company or its Affiliates. (iv) Serve as the agent, broker, or representative of, or otherwise assist, any person or entity in obtaining services or products from any Competitor within the Restricted Area, with respect to products, activities, or services that compete in whole or in part with the products, activities, or services of the Company or its Affiliates. (v) Accept employment, provide services to, or act in any other such capacity for or with any Competitor, if in such employment or capacity Executive would, because of Executive’s knowledge of the Company’s Confidential Information or trade secrets, inevitably use and/or disclose Company’s Confidential Information or trade secrets in Executive’s work or service for such Competitor. For purposes of clarification and not limitation or expansion, it is the Parties intent that the foregoing is not intended to limit Executive from performing services outside of the Restricted Area for a person or entity solely because the person or entity has a location within the Restricted Area, unless Executive’s services are directed towards activities on behalf of such person or entity within the Restricted Area. (d) Works Made for Hire Provisions. The Parties acknowledge that all work performed by Executive for the Company or its Affiliates shall be deemed a work made for hire. The Company shall at all times own and have exclusive right, title, and interest in and to all Confidential Information and Inventions, and the Company shall retain the exclusive right to license, sell, transfer, and otherwise use and dispose of the same. All enhancements of the technology of the Company or its Affiliates that are developed by Executive shall be the exclusive property of the Company. Executive hereby assigns to the Company any right, title, and interest in and to all Inventions that Executive may have, by law or equity, without additional consideration of any kind whatsoever from the Company or its Affiliates. Executive shall execute and deliver any instruments or documents and do all other things (including the giving of testimony) requested by the Company (both during and after the termination of

17 mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment. 13. Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, Heritage Financial Corporation; Attention: Director of Human Resources; 000 Xxxxx Xxxxxx X.X.; Xxxxxxx, Xxxxxxxxxx 00000; and if to Executive, to Executive’s most recent address in the Company’s records; or, in each respective case, to such other address as either Party may furnish to the other in writing, except that notices of changes of address shall be effective only upon receipt. 14. Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Washington applicable to agreements made and wholly to be performed in such state without regard to conflicts of law provisions of any jurisdiction. 15. Mandatory Arbitration. Except as provided in Section 11(e), if any dispute or controversy arises under or in connection with this Agreement, and such dispute or controversy cannot be settled through negotiation, the Parties shall first try in good faith to settle the dispute or controversy by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. If such mediation is not successful, the dispute or controversy shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Notwithstanding the foregoing, the Company may resort to the Superior Court of Thurston County, Washington for injunctive and such other relief as may be available in the event that Executive engages in conduct, after termination of this Agreement, that amounts to a violation of the Washington Trade Secrets Act or amounts to unlawful interference with the business expectations of the Company or its Affiliates, or violates the Restrictive Covenants contained herein. The FDIC may appear at any arbitration hearing but any decision made thereunder shall not be binding on the FDIC. 16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes all prior negotiations, undertakings, agreements, and arrangements with respect thereto, whether written or oral. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the

20 provisions and (k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement. 25. Definitions. As used in this Agreement, the terms defined in this Section 25 have the meanings set forth below. (a) “1934 Act” means the Securities Exchange Act of 1934. (b) “Affiliate” means each Business Entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company, where “control” means (i) the ownership of 51% or more of the Voting Securities or other voting or equity interests of any Business Entity, or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Business Entity. (c) “Agreement” means this transitional employment agreement, made and entered into as of the Effective Date, by and between the Parties. (d) “Agreement Term” has the meaning set forth in Section 2(a). (e) “Annual Base Salary” has the meanings set forth in Section 5(a) and Section 8(a). (f) “Base Compensation” means the amount equal to the sum of (i) the Annual Base Salary, and (ii) the Target Bonus. (g) “Benefit” has the meaning set forth in Section 9(g)(i). (h) “Board” means the Board of Directors of the Company. (i) “Business Entity” means any corporation, partnership, limited liability company, joint venture, association, partnership, business trust or other business entity. (j) “CEO Period” has the meaning set forth in Section 2(c). (k) “CEO Retirement Date” has the meaning set forth in Section 2(b). (l) “Change in Control” means the first to occur of the following: (i) The acquisition in one or more transactions by any “person” (for purposes of this definition, as such term is used for purposes of Section 13(d) or 14(d) of the 1934 Act) of “beneficial ownership” (for purposes of this definition, within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that for purposes of this definition, the Voting Securities acquired directly from

21 the Company by any person shall be excluded from the determination of such person’s beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or (ii) During any 12-month period, the individuals who are members of the Incumbent Board cease for any reason to constitute more than 50% of the Board; provided, however, that if the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iii) The consummation of a merger or consolidation involving the Company if the Company’s shareholders immediately before such merger or consolidation do not own, directly or indirectly immediately following such merger or consolidation, more than 50% of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the Voting Securities immediately before such merger or consolidation; or (iv) The consummation of a complete liquidation or dissolution of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or (v) Acceptance by the Company’s shareholders of shares in a share exchange if the Company’s shareholders immediately before such share exchange do not own, directly or indirectly immediately following such share exchange, more than 50% of the combined voting power of the outstanding Voting Securities of the corporation resulting from such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because 50% or more of the then outstanding Voting Securities is acquired by (A) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Company or any of its Affiliates, or (B) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. Moreover, notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person (the “Subject Person”) acquires beneficial ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company that, by reducing the

22 number of Voting Securities outstanding, increases the proportional number of shares beneficially owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional Voting Securities that increases the percentage of the then outstanding Voting Securities beneficially owned by the Subject Person, then a Change in Control shall be deemed to have occurred. Notwithstanding anything in this Change in Control definition to the contrary, in the event that any amount or benefit under this Agreement constitutes deferred compensation and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” under Code Section 409A. (m) “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985. (n) “Code” means the Internal Revenue Code of 1986. (o) “Company” means Heritage Financial Corporation. (p) “Competitor” means a bank, savings bank, savings and loan association, credit union, or similar financial institution. (q) “Confidential Information” means confidential or proprietary, non- public information concerning the Company or its Affiliates, including research, development, designs, formulae, processes, specifications, technologies, marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, computer programs, source codes, object codes, database structures, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation, and other information not generally available to the public. (r) “Non-Officer Period” has the meaning set forth in Section 2(d). (s) “Covered Period” means the period beginning six months prior to a Change in Control and ending on the CEO Retirement Date. (t) “Deferred Compensation Plan” has the meaning set forth in Section 5(d). (u) “Disability” means that (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous

23 period of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Company. (v) “Effective Date” means July 1, 2024. (w) “Excise Tax” means the excise tax imposed under Code Section 4999. (x) “Executive” means Xxxxxxx X. Xxxxx. (y) “FDIA” means the Federal Deposit Insurance Act. (z) “FDIC” means the Federal Deposit Insurance Corporation. (aa) “Good Reason,” except as otherwise provided herein, means the occurrence of any one of the following events prior to the CEO Retirement Date, unless Executive agrees in writing that such event shall not constitute Good Reason: (i) A material and adverse change in the nature, scope, or status of Executive’s position, authorities, or duties from those in effect in accordance with Section 4 immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (ii) A material reduction in Executive’s Annual Base Salary or Target Bonus opportunity, or a material reduction in Executive’s aggregate benefits or other compensation plans in effect immediately following the Effective Date, or if applicable and greater, immediately prior to the Covered Period; (iii) A relocation of Executive’s primary place of employment of more than 35 miles from Executive’s primary place of employment immediately following the Effective Date, or if applicable, prior to the Covered Period, or a requirement that Executive engage in travel that is materially greater than prior to the Covered Period; (iv) Removal of Executive from, or failure to elect Executive to, the Board, or the Heritage Board, unless such board of directors is no longer in existence; (v) The failure by an acquirer to assume this Agreement at the time of a Change in Control; or (vi) A material breach by the Company of this Agreement. Notwithstanding any provision of this Good Reason definition to the contrary, (A) prior to Executive’s Termination for Good Reason, Executive must give the Company written notice of the existence of any condition set forth in a clause

24 immediately above within 90 days of its initial existence and the Company shall have 30 days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable, and if, during such 30-day period, the Company cures the condition giving rise to Good Reason, such condition shall not constitute Good Reason and (B) any Termination for Good Reason must occur within six months of the initial existence of the condition constituting Good Reason. (bb) “Heritage Board” means the Board of Directors of Heritage Bank. (cc) “Incentive Bonus” has the meaning set forth in Section 5(b), and for purposes of determining a Severance Amount, the term shall include any amounts required to be deferred subject to Executive’s elective deferrals under a deferred compensation plan of the Company and shall specifically exclude Company contributions under a deferred compensation plan of the Company. (dd) “Incumbent Board” means the members of the Board as of the Effective Date. (ee) “Inventions” means all systems, procedures, techniques, manuals, databases, plans, lists, inventions, trade secrets, copyrights, patents, trademarks, discoveries, innovations, concepts, ideas, and software conceived, compiled, or developed by Executive in the course of Executive’s employment with the Company or its Affiliates and/or comprised, in whole or part, of Confidential Information. Notwithstanding the foregoing sentence, Inventions shall not include: (i) any inventions independently developed by Executive and not derived, in whole or part, from any Confidential Information or (ii) any invention made by Executive prior to Executive’s exposure to any Confidential Information. (ff) “IRS” means the United States Internal Revenue Service. (gg) “Minimum Benefits” means, as applicable, the following: (i) Executive’s earned but unpaid Annual Base Salary for the period ending on the Termination Date; (ii) Executive’s earned but unpaid Incentive Bonus, if any, for any completed fiscal year preceding the Termination Date; provided, however, that Executive shall not be entitled to any Incentive Bonus in the event of a Termination for Cause; (iii) Executive’s accrued but unpaid vacation pay, if any, for the period ending on the Termination Date; (iv) Executive’s unreimbursed business expenses and all other items earned and owed to Executive by the Company through and including the Termination Date, provided that all required submissions for expense reimbursement are made in

25 accordance with the Company’s expense reimbursement policy and within 15 days following the Termination Date; and (v) The benefits, incentives, and awards described in Section 9(h)(i). (hh) “Parties” means the Company and Executive. (ii) “Prior Employment Agreement” has the meaning set forth in the preambles. (jj) “Reduced Amount” has the meaning set forth in Section 9(g)(i). (kk) “Release” means a general release and waiver substantially in the form attached hereto as Exhibit A. (ll) “Repayment Amount” has the meaning set forth in Section 9(g)(i). (mm) “Restricted Area” means the area that encompasses a 25-mile radius from each banking or other office location of the Company and its Affiliates; provided, however, that in the event of a Change in Control, the Restricted Area shall be determined as of the date immediately preceding the Change in Control. (nn) “Restricted Period” means a period of 18 months immediately following the termination of the later of Executive’s employment or engagement for any reason; provided, however, that with respect to any such termination that occurs during a Covered Period, the Restricted Period, in all cases, shall be a period of 12 months. (oo) “Restrictive Covenant” has the meaning set forth in Section 11(c). (pp) “Severance Amount” means (i) For any Termination that occurs during the CEO Period and not during a Covered Period, an amount equal to the sum of (A) One Hundred Percent (100%) of Executive’s Base Compensation to be earned through the CEO Retirement Date, (B) the Annual Base Salary which would have been earned during the Non-Officer Period, and (C) if the 2025 equity awards have not yet been granted to Executive as of the Termination, a cash amount equal to the GAAP grant date fair value of the most recent grant made to Executive; or (ii) For any Termination that occurs during the CEO Period and during a Covered Period, an amount equal to the Severance Amount that would have been provided under the terms of the Prior Employment Agreement. (qq) “Severance Restrictions” means any applicable statute, law, regulation, or regulatory interpretation or other guidance, including FIL-66-2010 and any related or successor FDIC guidance, that would require the Company or any Affiliate to seek or demand

26 repayment or return of any payments made to Executive for any reason, including the Company, an Affiliate or their successors later obtaining information indicating that Executive has committed, is substantially responsible for, or has violated, the respective acts or omissions, conditions, or offenses outlined under 12 C.F.R. 359.4(a)(4). (rr) “Specified Employee” means any person who is a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Company based upon the 12-month period ending on each December 31st (such 12-month period is referred to below as the “identification period”). If Executive is determined to be a key employee, Executive shall be treated as a Specified Employee for purposes of this Agreement during the 12-month period that begins on the April 1 following the close of the identification period. For purposes of determining whether Executive is a key employee, “compensation” means Executive’s W-2 compensation as reported by the Company for a particular calendar year. (ss) “Subject Person” has the meaning set forth in Section 25(i). (tt) “Substantial Business Efforts” means marketing, promotional, purchasing, sales, or solicitation activities undertaken on behalf of the Company or an Affiliate, which include (i) in person and voice communications and (ii) either or both of (A) delivery of a quote, bid, proposal, or request for any of the foregoing or (B) visits to the site of the actual or potential business development and other similar meetings or visits (conducted alone or with other employees of the Company or an Affiliate), where such activities would enjoy a reasonable prospect of success in the absence of any breach of this Agreement. (uu) “Target Bonus” means the target Incentive Bonus for the applicable fiscal year performance period, if one is used, and if not, the Target Bonus shall be determined based upon the mid-point between the maximum Incentive Bonus and the threshold Incentive Bonus for the applicable fiscal year performance period, with the threshold bonus based upon the first level of performance for which some amount of Incentive Bonus would be payable. (vv) “Termination” means a termination of Executive’s employment with the Company and all Affiliates during the CEO Period either: (i) By the Company, other than (A) a Termination for Cause or (B) a termination as a result of Executive’s death or Disability; or (ii) By Executive for Good Reason. (ww) “Termination Date” means the date of termination (whether or not such termination constitutes a “Termination”) of Executive’s employment or engagement with the Company and all Affiliates. (xx) “Termination for Cause” means a termination of Executive’s employment or engagement by the Company as a result of any of the following (in each case as determined by the Board):

27 (i) Executive’s willful and continuing failure to perform Executive’s obligations hereunder, which failure is not remedied within five business days after receipt of written notice of such failure from the Company; (ii) Executive’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof; (iii) Executive’s breach of fiduciary responsibility; (iv) An act of dishonesty by Executive that is materially injurious to the Company or an Affiliate; (v) Executive’s engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Company or an Affiliate; (vi) Executive’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law; (vii) A material breach by Executive of this Agreement; (viii) An act or omission by Executive that leads to a material harm (financial or reputational) to the Company or an Affiliate in the community; or (ix) A material breach of Company policies as may be in effect from time to time. Further, a Termination for Cause shall be deemed to have occurred if, during the twelve (12) month period following the termination of Executive’s employment with the Company and any Affiliate, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause. Further, with respect to subsections (i), (vii), (viii), and (ix), Executive shall be entitled to at least 30 days’ prior written notice of the Company’s intention to terminate Executive’s employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Executive shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of any grounds for Termination for Cause. Further, all rights Executive has or may have under this Agreement shall be suspended automatically during (A) the pendency of any investigation (such suspension not exceeding 60 days) by the Board or its designee, or (B) any negotiations (without regard to such 60 day limitation) between the Board or its designee and

A-1 EXHIBIT A AGREEMENT AND RELEASE AND WAIVER This AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between HERITAGE FINANCIAL CORPORATION (the “Company”) and [_______________] (“Executive”). WHEREAS, Executive and the Company desire to settle fully and amicably all issues between them, including any issues arising out of Executive’s employment or engagement with the Company and the termination of that employment or engagement; and WHEREAS, Executive and the Company are parties to that certain Transitional Employment Agreement, made and entered into as of [_______________] (the “Employment Agreement”). NOW, THEREFORE, for and in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, Executive and the Company (collectively, the “Parties” and, individually, each a “Party”), intending to be legally bound, hereby agree as follows: 1. Termination of Employment. Executive’s employment with the Company shall terminate effective as of the close of business on [_______________] (the “Termination Date”). 2. Compensation and Benefits. Subject to the terms of this Agreement, the Company shall compensate Executive under this Agreement as follows (collectively, the “Severance Payments”): (a) Severance Amount. [_______________]. (b) [Accrued Salary and Vacation. Executive shall be entitled to a lump sum payment in an amount equal to Executive’s earned but unpaid annual base salary and vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.] (c) [COBRA Benefits. [_______________].] (d) Executive Acknowledgement. Executive acknowledges that, subject to fulfillment of all obligations provided for herein, Executive has been fully compensated by the Company, including under all applicable laws, and that nothing further is owed to Executive with respect to wages, bonuses, severance, other compensation, or benefits. Executive further acknowledges that the Severance Payments (other than (b) above) are consideration for Executive’s promises contained in this Agreement, and that the Severance Payments are above and beyond any wages, bonuses, severance, other compensation, or benefits to which Executive is entitled from the Company under the terms of Executive’s employment or under any other contract or law that Executive would be entitled to absent execution of this Agreement.

A-2 (e) Withholding. The Severance Payments, as may be required, shall be treated as wages and subject to all taxes and other payroll deductions required by law. 3. Termination of Benefits. Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan. 4. Release of Claims and Waiver of Rights. Executive, on Executive’s own behalf and that of Executive’s heirs, executors, attorneys, administrators, successors, and assigns, fully releases and discharges the Company, its predecessors, successors, parents, subsidiaries, affiliates, and assigns, and its and their directors, officers, trustees, employees, and agents, both in their individual and official capacities, and the current and former trustees and administrators of each retirement and other benefit plan applicable to the employees and former employees of the Company, both in their official and individual capacities (the “Releasees”) from all liability, claims, demands, and actions Executive now has, may have had, or may ever have, whether currently known or unknown, as of or prior to Executive’s execution of this Agreement (the “Release”), including liability claims, demands, and actions: (a) Arising from or relating to Executive’s employment or other association with the Company, or the termination of such employment or association, (b) Relating to wages, bonuses, other compensation, or benefits, (c) Relating to any employment or change in control contract, (d) Relating to any employment law, including (i) The United States and State of Washington Constitutions, (ii) The Civil Rights Act of 1964, (iii) The Civil Rights Act of 1991, (iv) The Equal Pay Act, (v) The Employee Retirement Income Security Act of 1974, (vi) The Age Discrimination in Employment Act (the “ADEA”), (vii) The Americans with Disabilities Act, (viii) Executive Order 11246, and (ix) Any other federal, state, or local statute, ordinance, or regulation relating to employment, (e) Relating to any right of payment for disability,

A-3 (f) Relating to any statutory or contractual right of payment, and (g) For relief on the basis of any alleged tort or breach of contract under the common law of the State of Washington or any other state, including defamation, intentional or negligent infliction of emotional distress, breach of the covenant of good faith and fair dealing, promissory estoppel, and negligence. Executive acknowledges that Executive is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions, and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge. Executive waives, surrenders, and shall forego any protection to which Executive would otherwise be entitled by virtue of the existence of any such statutes in any jurisdiction, including the State of Washington. 5. Exclusions from General Release. (a) Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency. (b) Notwithstanding the foregoing, Executive is not waiving the right to report possible securities law violations to the Securities and Exchange Commission and other governmental agencies or the right to receive any resulting whistleblower awards. 6. Covenant Not to Sue. (a) A “covenant not to sue” is a legal term that means Executive promises not to file a lawsuit in court. It is different from the release of claims and waiver of rights contained in Section 4 above. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement, to challenge the validity of this Agreement under the ADEA or for any claim that arises after execution of this Agreement. If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys’ fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executive’s suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments. (b) Notwithstanding the foregoing, Executive is not waiving the right to report possible securities law violations to the Securities and Exchange Commission and other governmental agencies or the right to receive any resulting whistleblower awards.