What the changes say
- The bank added third-party vendor risks and updated disclosures regarding its recent Olympic acquisition and goodwill.
- Macroeconomic risk warnings expanded to include presidential-Federal Reserve disputes and immigration enforcement.
What changed since the prior 10-K
New
- NewOperational, Strategic and Reputational Risks
failures of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt the Company’s operations or adversely affect its reputation
Third-party vendor compliance failures, fraud, or difficulties replacing core banking and IT providers could disrupt operations and increase costs.
Dropped
- DroppedLegal, Accounting and Compliance Risks
could be reported under different conditions or using different assumptions or estimates. If the Company’s underlying assumptions or estimates prove to be incorrect, it could have a material adverse effect on its business, financial condition, results of operations and growth prospects
Reworded
- 64% rewrittenLegal, Accounting and Compliance Risks
The Company’s accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events
Reframed around accounting estimates and risk management processes relying on analytical techniques and models.
- 47% rewrittenOperational, Strategic and Reputational Risks
The Company depends on information technology and telecommunications systems, and any systems failures, interruptions or data breaches involving these systems could adversely affect the Company’s operations and financial condition
Added a warning that termination of a critical software license or service agreement could interrupt operations.
- 36% rewrittenLegal, Accounting and Compliance Risks
The financial reporting resources the Company has put in place may not be sufficient to ensure the accuracy of the additional information the Company is required to disclose as a publicly listed company
Streamlined public company reporting requirements language regarding financial staff training and regulatory compliance.
- 31% rewrittenLegal, Accounting and Compliance Risks
If the goodwill that the Company recorded in connection with the Company’s recent acquisitions becomes impaired, it could have a negative impact on its financial condition and results of operations
Updated goodwill figures from December 31, 2024 ($240.9 million, 27.9% of equity) to December 31, 2025 ($240.9 million, 26.1% of equity) and added the Olympic acquisition completed in January 2026.
- 31% rewrittenMarket and Interest Rate Risks
Liquidity risks could affect the Company’s operations and jeopardize its business, financial condition, results of operations and growth prospects
No substantive textual changes were made to the core liquidity risk description.
- 28% rewrittenMarket and Interest Rate Risks
The Company may not be able to maintain a strong core deposit base or other low cost funding sources
Added that the bank supplements core deposits with non-core short-term funding like brokered deposits, FHLB advances, and FRB borrowings.
- 24% rewrittenOperational, Strategic and Reputational Risks
In addition to the Company’s organic growth strategy, it intends to expand business by acquiring other banks and financial services companies, but may not be successful in doing so, either because of an inability to find suitable acquisition candidates, constrained capital resources or otherwise
Updated to explicitly reference the recent acquisition of Olympic alongside historical acquisition strategies.
- 23% rewrittenOperational, Strategic and Reputational Risks
The Company’s business and operations may be adversely affected by weak economic conditions and global trade
Expanded macroeconomic risks to include disputes between the presidential administration and the Federal Reserve, immigration enforcement, and international conflicts.
- 21% rewrittenOperational, Strategic and Reputational Risks
The occurrence of fraudulent activity, breaches or failures of the Company’s information security controls or cybersecurity related incidents could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects
- 20% rewrittenOperational, Strategic and Reputational Risks
The Company is highly dependent on its management team and employees, and the loss of any of these individuals, or the inability to attract and retain qualified personnel, could harm the Company’s ability to implement its strategic plan and impair the Company’s relationships with customers
All 43 risk factors
Headings as the filing states them, in filing order.
Market and Interest Rate Risks
- 01The Company’s business is subject to interest rate risk, and fluctuations in interest rates or monetary policy may adversely affect the Company’s business, financial condition, results of operations and growth prospects
- 02The Company could recognize additional losses on securities held in the Company’s securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate
- 03The Company cannot guarantee that its stock repurchase program will be fully implemented or that it will enhance long-term shareholder value
- 04The Company’s business depends on its ability to manage credit risk
- 05The Company’s high concentration of large loans to certain borrowers may increase the Company’s credit risk
- 06The Company’s allowance for credit losses may prove to be insufficient to absorb potential losses in its loan portfolio
- 07A decline in the business and economic conditions in the Company’s market areas could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects
- 08Negative changes in the economy affecting real estate values and liquidity, as well as environmental factors, could impair the value of collateral securing the Company’s real estate loans and result in loan and other losses
- 09Many of the Company’s loans are to commercial borrowers, which have a higher degree of risk than other types of loans
- 10Nonperforming assets take significant time and resources to resolve and adversely affect the Company’s net interest income
- 11Liquidity risks could affect the Company’s operations and jeopardize its business, financial condition, results of operations and growth prospects31% rewritten
- 12The Company may not be able to maintain a strong core deposit base or other low cost funding sources28% rewritten
- 13The Company’s liquidity is largely dependent on dividends from the Bank
- 14The Company may need to raise additional capital in the future, and failure to maintain sufficient capital would adversely affect its business, financial condition, results of operations, growth prospects and ability to maintain regulatory compliance with capital requirements
- 15The Company may be adversely affected by changes in the actual or perceived soundness or condition of other financial institutions
Operational, Strategic and Reputational Risks
- 16The Company may not be successful in implementing its organic growth strategy, which could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects
- 17In addition to the Company’s organic growth strategy, it intends to expand business by acquiring other banks and financial services companies, but may not be successful in doing so, either because of an inability to find suitable acquisition candidates, constrained capital resources or otherwise24% rewritten
- 18The occurrence of fraudulent activity, breaches or failures of the Company’s information security controls or cybersecurity related incidents could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects21% rewritten
- 19Issues with the use of artificial intelligence in our marketplace may result in reputational harm or liability, or could otherwise adversely affect the Company’s business
- 20The Company depends on information technology and telecommunications systems, and any systems failures, interruptions or data breaches involving these systems could adversely affect the Company’s operations and financial condition47% rewritten
- 21failures of third parties to comply with applicable laws and regulations, or fraud or misconduct on the part of employees of any of these third parties, could disrupt the Company’s operations or adversely affect its reputationNew
- 22The Company has a continuing need for technological change, and may not have the resources to effectively implement new technologies or may experience operational challenges when implementing new technologies
- 23The Company’s use of third party vendors and its other ongoing third party business relationships is subject to increasing regulatory requirements and attention
- 24The Company is highly dependent on its management team and employees, and the loss of any of these individuals, or the inability to attract and retain qualified personnel, could harm the Company’s ability to implement its strategic plan and impair the Company’s relationships with customers20% rewritten
- 25The Company faces intense competition from other banks and non-bank financial services companies that could hurt its business
- 26The Company’s dividend policy may change
- 27Future issuances of common stock could result in dilution, which could cause the Company’s common stock price to decline
- 28The Company may issue shares of preferred stock in the future, which could make it difficult for another company to acquire the Company or could otherwise adversely affect holders of the Company’s common stock, which could depress the price of the Company’s common stock
- 29The Company’s business and operations may be adversely affected by weak economic conditions and global trade23% rewritten
- 30Severe weather, natural disasters, pandemics, military conflicts, acts of war or terrorism or other adverse external events could significantly impact the Company’s business
Legal, Accounting and Compliance Risks
- 31The Company’s risk management framework may not be effective in mitigating risks or losses to the Company
- 32The Company’s accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events64% rewritten
- 33Changes in accounting policies or standards could materially impact the Company’s financial statements
- 34The obligations associated with being a public company require significant resources and management attention, which divert time and attention from the Company’s business operations
- 35The financial reporting resources the Company has put in place may not be sufficient to ensure the accuracy of the additional information the Company is required to disclose as a publicly listed company36% rewritten
- 36Litigation and regulatory actions, including possible enforcement actions, could subject the Company to significant fines, penalties, judgments or other requirements resulting in increased expenses or restrictions on the Company’s business
- 37The Company is subject to extensive regulation, and the regulatory framework that applies to the Company, together with any future legislative or regulatory changes, may significantly affect its operations
- 38There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy
- 39Banking regulators periodically examine the Company’s business, and the Company may be required to remediate adverse examination findings
- 40Regulations relating to privacy, information security and data protection could increase the Company’s costs, affect or limit how the Company collects and use personal information and adversely affect its business opportunities
- 41The Federal Reserve may require the Company to commit capital resources to support the Bank
- 42The level of the Company’s commercial real estate portfolio may subject the Company to heightened regulatory scrutiny
- 43If the goodwill that the Company recorded in connection with the Company’s recent acquisitions becomes impaired, it could have a negative impact on its financial condition and results of operations31% rewritten
Other Heritage Financial 10-Ks
- FY2024 10-K risk factors43 risks
Heritage Financial Corp faces heavy risks regarding interest rate fluctuations, credit concentrations in real estate collateral, and regional economic conditions in Washington, Oregon, and Idaho.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.