hmst-20250415

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)


Filed by the Registrant						☒
Filed by a Party other than the Registrant						☐

Check the appropriate Box:


☐						Preliminary Proxy Statement
☐						Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to §240.14a-12

HomeStreet, Inc.

(Name of Registrant as Specified In Its Charter)


						(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒						No fee required.
☐						Fee paid previously with preliminary materials.
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules- 14a-6(i)(1) and 0-11.

April 15, 2025

Dear Shareholders:

It is our distinct pleasure to invite you to attend the 2025 Annual Meeting of Shareholders of HomeStreet, Inc. (the “Annual Meeting” or “meeting”) to be held virtually at 10:00 a.m., Paciﬁc Time, on May 29, 2025. You will be able to virtually attend the meeting, submit your questions and comments, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/HMST2025. You will also be able to access, through the website during the meeting, a list of shareholders entitled to vote. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our shareholders and HomeStreet, Inc. Shareholders will be able to attend and listen to the Annual Meeting live, submit questions and vote their shares electronically at the Annual Meeting as more fully explained in the accompanying Proxy Statement.

We have elected to deliver our proxy materials to our shareholders over the Internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2024 annual report to shareholders. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote by telephone or Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. You may also find copies of these items online at http://ir.homestreet.com/sec-filings/proxy-materials/default.aspx.

The matters to be voted on are described in the accompanying Notice of 2025 Annual Meeting of Shareholders and Proxy Statement. Our Board of Directors recommends that you vote in accordance with each of its recommendations regarding the proposals listed in the Notice of 2025 Annual Meeting of Shareholders and described in the accompanying Proxy Statement.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote by telephone, Internet or submit your signed and dated proxy card to ensure your representation at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Information About the Annual Meeting” beginning on page 5 of the Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials. Providing voting instructions or returning your proxy card in advance of the meeting will not prevent you from voting on the website during the meeting but will ensure that your vote is counted if you are unable to attend.

Thank you for your ongoing support of and continued interest in HomeStreet, Inc.

Sincerely,



						Mark K. Mason
						Chairman of the Board, President and Chief Executive Officer



						James R. Mitchell Jr.
						Lead Independent Director

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, May 29, 2025, 10:00 a.m. (Pacific Time)
Virtual Meeting Only — No Physical Meeting Location

_____________________________________________________________

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders ("Annual Meeting") of HomeStreet, Inc., a Washington corporation (the “Company”), will be held in a virtual-only format, via live webcast, on Thursday, May 29, 2025 at 10:00 a.m. (Pacific Time). The purpose of this meeting is to consider and vote upon the following matters:

1.The election of eight directors to our Board of Directors to serve until the 2026 annual meeting of shareholders, or until their respective successors are elected and qualiﬁed;

2.The approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers;

3.The ratiﬁcation on an advisory (non-binding) basis of the appointment of Crowe LLP ("Crowe") as the Company’s independent registered public accounting ﬁrm for the year ending December 31, 2025.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of 2025 Annual Meeting of Shareholders. We also will transact any other business that may properly come before the Annual Meeting, but we are not aware of any such additional matters.

Only shareholders of record at the close of business on March 31, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting. The accompanying Proxy Statement and the proxy card were either made available to you online or mailed to you beginning on or about April 15, 2025.

We have adopted a virtual format for the Annual Meeting to provide a safe, consistent and convenient experience to all shareholders regardless of location. You will be able to virtually attend the meeting, submit your questions and comments during the meeting, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/HMST2025.

Please note that the proxy statement relates solely to our 2025 Annual Meeting of Shareholders and does not contain information regarding the Company’s proposed merger with Mechanics Bank and does not ask you to consider the merger agreement or the transactions contemplated thereby. We do not intend to discuss the proposed merger or the merger agreement at our 2025 Annual Meeting of Shareholders. Instead, we will hold a separate, special meeting of shareholders on a future date to consider and approve the issuance of shares of the Company’s common stock in connection with the merger and the transactions contemplated by the merger agreement. At the appropriate time, we will send a separate package of proxy solicitation materials to you for the special meeting of shareholders in connection with the proposed merger. The merger is subject to closing conditions set forth in the merger agreement, including among others the approval of the issuance of shares of the Company’s common stock as merger consideration by the Company’s shareholders.

Whether or not you expect to attend the annual meeting, we encourage you to read the Proxy Statement and vote by telephone or by Internet or submit your proxy card or voting instructions as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “Information About the Annual Meeting” beginning on page 5 of the accompanying Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials.



						Godfrey B. Evans
						Executive Vice President, General Counsel and Corporate Secretary

April 15, 2025

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 29, 2025


						PAGE
PROXY STATEMENT SUMMARY						1
INFORMATION ABOUT THE ANNUAL MEETING						5
PROPOSAL 1 ELECTION OF DIRECTORS						11
Introduction						11
The Board of Directors						11
Key Qualifications						11

SHAREHOLDER ENGAGEMENT						17
2024 Shareholder Outreach						17
Shareholder Interest in Sustainability Matters						17
Ongoing Shareholder Engagement						17

CORPORATE GOVERNANCE						18
Code of Ethics						18
Whistleblower Policy						18
Principles of Corporate Governance						19
Director Independence						19
Board Inclusion						19
Board Assessment, Refreshment and Orientation Process						19
Board Leadership Structure						20
Board Role in Risk Oversight						21
Sustainability G overnance Matters						22
Information Security Risks						23
Employee Compensation Risks						24
Board Meetings and Committees						24
Executive Committee						25
Audit Committee						25
Enterprise Risk Management Committee						26
Compensation Committee						27
Nominating and Governance Committee						29
Attendance at Annual Meetings of Shareholders by the Board of Directors						31


						PAGE
Insider Trading Policy and Rule 10b5-1 Trading Plans						32
Contacting the Board of Directors						32
Director Compensation						33

EXECUTIVE OFFICERS						34

2024 EXECUTIVE COMPENSATION PROGRAM						37
OTHER PRACTICES, POLICIES AND GUIDELINES						44
Recoupment of Incentive Compensation						44
Hedging Policy						44
Policy Regarding Options and Similar Equity Awards						44
Health and Welfare Benefits						44
401(k) Savings Plan						44
P er quisites and Other Personal Benefits						45
Executive Employment Agreements and Change in Control Agreements						45

2024 SUMMARY COMPENSATION TABLE						47
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL						49
Employment Agreements						49
2014 Plan						50
2014 Plan Award Agreements						50
Deferred Compensation Agreement						51
Pay Versus Performance						52

PROPOSAL 2 ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION						55
Overview						55
Vote Required and Board Recommendation						55

AUDIT COMMITTEE REPORT						56

PROPOSAL 3 ADVISORY (NON-BINDING) RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						57
Overview						57
Fees of Independent Registered Public Accounting Firm						57


						PAGE
Pre-Approval of Audit and Non-Audit Services						57
Engagement of Independent Registered Public Accounting Firm						58
Vote Required and Board Recommendation						58

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS						59
Loans						59
Home Loans to Employees, Officers, and Directors Program						59
Indemnification Agreements						60

PRINCIPAL SHAREHOLDERS						61


OTHER MATTERS						64
Participants in the Solicitation						64
Costs of Solicitation						64
Shareholders Sharing the Same Address						64
Shareholder List						64
Shareholders Proposals and Director Nominations for the 2026 Annual Meeting						64
Availability of the Form 10-K and Other Filings						65
Forward-Looking Statements						67

APPENDIX A – NON-GAAP FINANCIAL MEASURES						A-1

iii

PROXY STATEMENT SUMMARY

This summary highlights information about HomeStreet, Inc. (the “Company” or “HomeStreet”) and certain information contained elsewhere in this Proxy Statement. It does not contain all the information that you should consider in connection with the matters before the Annual Meeting. Please read the entire Proxy Statement carefully before voting your shares. For more complete information regarding the Company’s 2024 performance, please review the Company’s 2024 annual report to shareholders available at www.proxyvote.com. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement.

THE ANNUAL MEETING

Date

May 29, 2025

Time

10:00 a.m. Pacific Time

Place

The Annual Meeting will be held as a virtual-only meeting, which can be accessed at

www.virtualshareholdermeeting.com/HMST2025

Record Date

March 31, 2025

Voting

Shareholders of record at the close of business on the Record Date are entitled to vote at the Annual Meeting. As of the Record Date, 18,920,808 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting. Each Share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals. For more information on voting, virtually attending the Annual Meeting and other meeting information, please see “Information About the Annual Meeting” on page 5 of this Proxy Statement.

VOTING MATTERS AND VOTE RECOMMENDATIONS

Unanimous Board
Recommendation

See Page

Proposal 1: Election of eight directors

FOR
the Board’s nominees

Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers

FOR

Proposal 3: Ratiﬁcation on an advisory (non-binding) basis of the appointment of our independent registered public accounting ﬁrm for 2025

FOR

OUR DIRECTOR NOMINEES

Our Board of Directors (the “Board”) is currently comprised of eight directors, eight of whom are nominated and standing for election at the Annual Meeting. You are therefore being asked to elect eight directors this year to serve a one-year term on the Board until the 2026 annual meeting of shareholders, until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. For more information about the background and qualifications of the director nominees and the entire Board, please see “Proposal 1 — Election of Directors” on page 11 of this Proxy Statement. The Board’s nominees are:

Name

Age

Tenure(1)

Position/Committees

Mark K. Mason

15 years

Executive Chair

Scott M. Boggs

13 years

Audit, Enterprise Risk Management and Executive

Sandra A. Cavanaugh

7 years

Compensation Chair, Enterprise Risk Management, Executive, Audit and Nominating and Governance

Jeffrey D. Green

5 years

Audit Chair, Nominating and Governance

Joanne R. Harrell

3 years

Nominating and Governance Chair, Enterprise Risk Management and Compensation

James R. Mitchell, Jr.

5 years

Audit, Compensation and Executive

Nancy D. Pellegrino

6 years

Enterprise Risk Management Chair, Compensation and Nominating and Governance

S. Craig Tompkins

2 years

Enterprise Risk Management, Compensation and Nominating and Governance

(1) Rounded to the nearest year.

CORPORATE GOVERNANCE HIGHLIGHTS

ü Lead Independent Director with clearly defined responsibilities

ü Seven of eight current directors are independent

ü Each Board committee, other than the Executive Committee, is comprised of independent directors

ü Average director tenure of director nominees is 7 years

ü Average age of director nominees is 69

ü Board inclusion and belonging policy

ü Directors can be removed without “cause”

ü Shareholders with at least 10% of outstanding shares are permitted to call a special meeting of shareholders

ü Majority voting standard for uncontested director elections with a director resignation policy

ü No supermajority shareholder vote requirements in the Articles of Incorporation

ü Annual election of directors

ü Board policy limits director membership on other public company boards

ü Regular Board, committee and director evaluations

ü Regular comprehensive succession planning for management

ü Each current director attended at least 75% of the meetings of the Board and the committees on which the director served in 2024

ü Policies prohibiting hedging of the Company’s securities

ü Meaningful stock ownership and retention guidelines for directors

SHAREHOLDER ENGAGEMENT OVERVIEW

The Board welcomes feedback from shareholders on our Board composition, governance practices and policies, executive compensation framework and other appropriate matters related to our strategy and performance. We routinely provide opportunities for our shareholders to connect with our leadership team. Members of our management team regularly attend investor and industry conferences where they are able to engage with active managers of hedge funds and mutual funds who are investors or potential investors in HomeStreet. We also routinely attend ad hoc meetings with current or prospective investors. We encourage you to visit our investor relations website at http://ir.homestreet.com to learn more about the Company. Shareholders can also find our Shareholder Engagement Procedures and Practices on our investor relations website, which provides guidelines for how shareholders can communicate with our Board.

HOMESTREET, INC.

________________

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 29, 2025

_________________

April 15, 2025

INFORMATION ABOUT SOLICITATION AND VOTING

The accompanying proxy is solicited on behalf of the Board of Directors of HomeStreet, Inc. (the “Company” or “HomeStreet”) for use at the Company’s 2025 Annual Meeting of shareholders (the “Annual Meeting” or “meeting”) to be held on May 29, 2025 at 10:00 a.m. Pacific Time as a virtual-only meeting which can be accessed

at www.virtualshareholdermeeting.com/HMST2025.

INTERNET AVAILABILITY OF PROXY MATERIALS

Under rules adopted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of those materials to each shareholder. On or about April 15, 2025, we expect to send our shareholders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing instructions on how to access our proxy materials, including our Proxy Statement and our 2024 annual report to shareholders. The Notice of Internet Availability also provides instructions on how to vote by telephone or by Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. If you prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability.

INFORMATION ABOUT THE ANNUAL MEETING

1.Why am I receiving these materials?

Our Board of Directors (the “Board”) has sent you the Notice of Internet Availability and accompanying Proxy Statement to ask for your vote, as a shareholder of HomeStreet, on certain matters that will be voted on at the Annual Meeting. As a shareholder, you are invited to virtually attend the Annual Meeting and are entitled to and requested to vote on the proposals set forth in this Proxy Statement. For more information on the participants in the Board’s solicitation, please see “Participants in the Solicitation” on page 64 of this Proxy Statement.

2.Who is entitled to vote?

All shareholders of record of HomeStreet’s common stock at the close of business on March 31, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting.

3.How many shares are entitled to vote at the meeting?

As of the Record Date, 18,920,808 shares of our common stock were issued, outstanding and entitled to vote at the Annual Meeting.

4.How many votes do I have?

Each share of common stock you owned on the Record Date is entitled to one vote for each director candidate. You may NOT cumulate votes relating to the election of directors. For the other matters presented at this meeting, you are entitled to one vote for each share of common stock you owned on the Record Date.

5.Who is a registered shareholder and who is a beneﬁcial shareholder?

Registered Shareholders: A “registered shareholder” is a person or entity whose name appears in the Company’s registered list of shareholders as an owner of one or more shares of the Company’s common stock. If you are a registered shareholder, the Notice of Internet Availability, proxy card or voting instruction are being sent directly to you and you are invited to virtually attend the Annual Meeting through the website for the meeting using the control number provided on your Notice of Internet Availability, proxy card or voting instruction materials.

Beneﬁcial Shareholders: A “beneﬁcial shareholder” is a person or entity whose shares of the Company’s common stock are held by a bank, broker or other nominee (a.k.a. in “street name”). Most holders of our common stock hold their shares beneficially through a bank, broker or other nominee rather than of record directly in their own name. If you are a beneficial shareholder, the Notice of Internet Availability, proxy card or voting instruction materials are being forwarded to you by your bank, broker or other nominee who is considered the registered shareholder of those shares. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares and you are also invited to virtually attend the Annual Meeting through the website for the meeting using the control number provided on your Notice of Internet Availability, proxy card or voting instruction materials. Your bank, broker or other nominee has provided a voting instruction form for you to use in directing how to vote your shares.

Under certain circumstances banks, brokers and other nominees are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the bank, broker or other nominee, which is referred to as a “broker non-vote”. In these cases, those shares will be counted for the purpose of determining whether a quorum is present. Pursuant to applicable regulations, if you do not give instructions to your bank, broker or other nominee, your bank, broker or other nominee will not be permitted to vote your shares with respect to Proposal 1, Election of Directors, or Proposal 2, Approval on an Advisory (Non-Binding) Basis of the Compensation of the Company’s Named Executive Officers.

6.What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated Godfrey B. Evans, our Corporate Secretary and General Counsel, and Mark K. Mason, our Chairman, President and Chief Executive Officer, as the Company’s proxies for the Annual Meeting.

7.How do I vote?

Registered Shareholders: If you are a “registered shareholder,” you can vote your shares in the following four ways:

•By Internet: Visit the website shown on your Notice of Internet Availability, proxy card or voting instruction materials to vote via the Internet (www.proxyvote.com);

•By Telephone: Use the toll-free telephone number shown on your Notice of Internet Availability, proxy card or voting instruction materials to vote by telephone;

•By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by completing, signing and dating your proxy card and mailing it using the postage pre-paid envelope that was enclosed with your proxy materials. Note that you cannot vote by marking the Notice of Internet Availability and returning it. The Notice of Internet Availability provides instruction on how to vote via the Internet and how to request paper copies of the proxy materials.

•At the Annual Meeting: If you virtually attend the Annual Meeting through the website provided using the control number from your Notice of Internet Availability, proxy card or voting instruction materials, you may vote your shares associated with that control number online during the Annual Meeting. However, you are encouraged to read the Proxy Statement and vote by telephone or by Internet or complete, sign and date your proxy card and mail it using the postage pre-paid envelope that was enclosed with your proxy materials regardless of whether you plan to attend the Annual Meeting to ensure your vote is counted.

Beneﬁcial Shareholders: If you are a “beneﬁcial shareholder,” then you will receive voting instructions from your bank, broker or other nominee on how you may vote your shares, which will include a control number that you can use to virtually attend the Annual Meeting on the website www.virtualshareholdermeeting.com/HSMT2025.

For more information, please see “Information about the Annual Meeting — How do I virtually attend and participate in the Annual Meeting” on page 8 of this Proxy Statement.

8.What should I do if I receive more than one proxy card or set of proxy materials from the Company?

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive.

Please note that if you have more than one account through which you hold shares, you will receive more than one control number. The control number is used to vote your shares, and is also used to log on to the meeting website to virtually attend the meeting, which will allow you to vote the shares held in the account associated with that control number at the meeting. However, you will not be able to vote shares held in other accounts not associated with the control number you are using to log in to the virtual shareholder meeting. Therefore, it is important that you return your proxy cards for all of your accounts prior to the Annual Meeting so that all of your shares may be counted.

9.Can I revoke my proxy?

Yes. You can revoke your proxy and/or change your vote at any time prior to the Annual Meeting. Only your latest dated voting instructions or proxy will count.

Registered Shareholders: If you are a “registered shareholder” who has properly executed and delivered a proxy, you may revoke such proxy at any time before the Annual Meeting in any of the following ways:

•submitting another proxy with a later date by telephone or by Internet or by signing, dating and returning your proxy card using the instructions on your proxy card;

•sending a written notice of revocation to our Corporate Secretary at HomeStreet, Inc., 601 Union Street, Suite 2000, Seattle, Washington 98101; or

•voting online during the Annual Meeting at www.virtualshareholdermeeting.com/HMST2025.

Beneﬁcial Shareholders: If you are a “beneficial shareholder,” you may change your vote by submitting new voting instructions to your bank, broker or nominee in accordance with such bank, broker or nominee’s procedures. You can use your control number to log into and virtually attend the Annual Meeting and change your vote during the meeting.

10.How will my shares be voted if I return the proxy card?

The shares represented by any proxy card that is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the speciﬁcations made on that proxy card. Where a choice has been speciﬁed on the proxy card with respect to the proposals, the shares represented by the proxy card will be voted in accordance with the speciﬁcations.

The Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement. If any other matter should be presented at the Annual Meeting upon which a vote may be properly taken, shares represented by the proxy cards received by the Board will be voted with respect thereto at the discretion of the person or persons named as proxies in the enclosed proxy card.

11.What happens if I sign and return my proxy card, but don’t mark my votes?

If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: “FOR” the election of the eight director nominees of the Board set forth on the proxy card (Proposal 1); “FOR” the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers as described in the Proxy Statement under “Executive Compensation” (Proposal 2); and “FOR” the ratiﬁcation on an advisory (non-binding) basis of the appointment of Crowe as the independent registered public accounting ﬁrm of the Company for 2025 (Proposal 3).

12.Will my shares be voted if I do nothing?

If your shares are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote by telephone or by Internet or vote online during the Annual Meeting. If your shares are held in “street name” (that is, held for your account by a bank, broker or other nominee) and you do not instruct your bank, broker or other nominee how to vote your shares, your bank, broker or other nominee may not have discretionary authority to vote your shares on with respect to the election of directors (Proposal 1) or the approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers (Proposal 2). If you do not instruct your bank, broker or other nominee as to how to vote your shares and your bank, broker or other nominee does not have discretionary voting authority, these unvoted shares will be “broker non-votes”. Banks, brokers or other nominees generally may only exercise discretionary voting authority to vote “routine” proposals. The ratification on an advisory (non-binding basis) of the appointment of our independent registered public accounting firm for 2025 (Proposal 3) is the only routine proposal to be presented at the Annual Meeting. If banks, brokers or other nominees exercise this discretionary voting

authority on Proposal 3, such shares will be considered present at the Annual Meeting for determining whether a quorum is present.

YOUR VOTE IS VERY IMPORTANT. To assure that your shares are represented at the Annual Meeting, we ask you to vote by telephone or by Internet by following the instructions on the Notice of Internet Availability, proxy card or voting instruction materials or by completing, signing and dating your proxy card and promptly mailing it in the postage-paid envelope enclosed with your proxy materials, whether or not you plan to virtually attend the Annual Meeting. You can revoke your proxy at any time before the proxy or proxies you appointed cast your votes.

13.How do I virtually attend and participate in the Annual Meeting?

The meeting webcast on May 29, 2025 will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

Only HomeStreet shareholders or their duly authorized and constituted proxies may virtually attend the Annual Meeting. The control number printed on your Notice of Internet Availability, proxy card or voting instruction materials is required to virtually attend the meeting through the website at www.virtualshareholdermeeting.com/HMST2025 regardless of whether you are a registered shareholder or a beneficial shareholder. We have been advised that Google Chrome and Microsoft Edge browsers will give the best user experience for participation in the virtual meeting.

Our Chairman and CEO is expected to lead the meeting, and members of our Board are expected to be present and available during the Annual Meeting. During the Annual Meeting, you will be able to hear the business of the meeting as it is conducted, vote your shares if you have not already done so, access information that would normally be available at an in-person annual meeting, including the list of shareholders entitled to vote at the meeting, and submit questions to be answered by our Chairman of the Board. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints, and additional instructions regarding the question and answer period of the Annual Meeting will be posted on the virtual meeting website.

The virtual Annual Meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Shareholders participating in the virtual Annual Meeting will be in a listen-only mode and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able submit questions before and during the meeting through the virtual meeting portal. To submit a question, log into the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2025, type your question into the “Ask a Question” field, and click “Submit.” Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. In order to promote fairness and efficient use of time, we will respond to up to two questions from a single shareholder and may not be able to respond to all questions.

Our virtual Annual Meeting website will be hosted by Broadridge. In the event you have any technical difficulties logging into the meeting, please call the technical support number that will be posted on the virtual meeting platform at www.virtualshareholdermeeting.com/HMST2025.

14.What constitutes a “quorum”?

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person as a logged-in participant of the Annual Meeting or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld, abstentions and broker non-votes will be counted as present or represented for purposes of determining the presence or absence of a quorum for the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. If less than a quorum of the outstanding shares is represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting without further notice.

15.What vote is required to approve each of the matters to be voted on at the Annual Meeting?

Proposal

Vote Required

Broker
Discretionary
Voting

Proposal 1: Election of eight directors

Majority of votes cast *

Proposal 2: Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers

Number of votes cast in favor exceeds number of votes cast against

Proposal 3: Ratification on an advisory (non-binding) basis of the appointment of our independent registered public accounting firm for 2025

Number of votes cast in favor exceeds number of votes cast against

Yes

* Under the Bylaws, the voting standard in an uncontested election is a majority vote standard. See “What vote is required to elect directors?” below.

16.What is the effect of abstentions and broker non-votes?

If you specify that you wish to “abstain” from voting on an item (or “withhold” your vote for a director), then your shares will not be voted on that particular item. Abstentions and broker non-votes are not considered “votes cast” and so are not counted either “for” or “against” any proposal that requires a majority of votes cast in order to pass, which includes all of the proposals being presented at the Annual Meeting (including the non-contested election of directors).

17.What vote is required to elect directors?

Our Bylaws provide that, in any election of directors that is not a “contested election” (as defined in our Bylaws and described below), the candidates elected are those receiving a majority of the votes cast. Therefore, to be elected, the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” that nominee.

The term of any director nominee who is a director at the time of election and who does not receive a majority of votes cast in the election held under the majority voting standard described above terminates on the earliest to occur of: (i) 90 days after the date on which the voting results of the election are determined; (ii) the date the director’s resignation is accepted by the Board; or (iii) the date the Board fills the position. The following will not be votes cast and will have no effect on the election of any director nominee: (i) a share whose ballot is marked as “withheld”; (ii) a share otherwise present at the meeting but for which there is an abstention; and (iii) a share otherwise present at the meeting as to which a shareholder gives no authority or direction (other than a share voted pursuant to a signed proxy card on which the shareholder has not indicated any voting direction). Broker non-votes will have no effect on the outcome of this proposal. Shareholders may not cumulate their votes in the election of directors.

Our Bylaws provide that an election is considered “contested,” and will be held under a plurality standard, if (a) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board in compliance with the advance notice requirements for shareholder nominees set forth in Section 1.13 of our Bylaws who are not withdrawn by the advance notice deadline set forth in that section and (b) the Board has not determined before the notice of meeting is given that the shareholder’s nominee(s) do not create a bona fide election contest. No such shareholder notice was received by the Company in advance of this Annual Meeting.

18.What vote is required to approve on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and the ratiﬁcation of the appointment of our independent registered public accountants for 2025?

Each of the proposals to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers and the appointment of Crowe as HomeStreet’s independent registered public accounting ﬁrm for 2025 will be adopted if a majority of the votes present in person or by proxy and voting on such matter are cast “for” the proposal. You may vote “for,” “against” or “abstain” from approving the proposal. Abstentions and broker non-votes will have no effect on the outcome of the proposal.

19.Who will count the votes?

Broadridge Financial Solutions, Inc. will serve as the independent inspector of election and, in such capacity, will count and tabulate the votes.

20.Where can I ﬁnd the results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and intend to publish ﬁnal results in a Current Report on Form 8-K, which we will ﬁle with the SEC within four business days after the Annual Meeting.

21.Who can help answer any other questions I may have?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:

HomeStreet, Inc.

Attn: Investor Relations

601 Union Street, Suite 2000

Seattle, WA 98101

PROPOSAL 1
ELECTION OF DIRECTORS

Introduction

HomeStreet’s Board currently consists of eight members, eight of whom are nominated and standing for election at the Annual Meeting. You are therefore being asked to elect eight directors this year to serve a one-year term on the Board until the 2026 annual meeting of shareholders, until their respective successors are duly elected and qualiﬁed or until their earlier death, resignation or removal.

The Board of Directors

The following table sets forth certain information with respect to HomeStreet’s Board of Director nominees, including each nominee’s age as of March 31, 2025.


Director	Age	Director Since

Mark K. Mason, Chairman	65	2010
Scott M. Boggs	70	2012
Sandra A. Cavanaugh	70	2018
Jeffrey D. Green	61	2020
Joanne R. Harrell	70	2022
James R. Mitchell, Jr., Lead Independent Director	75	2020
Nancy D. Pellegrino	68	2019
S. Craig Tompkins	74	2023

Under our Bylaws, any director nominee’s eligibility to serve as a director of the Company is subject to any required notification to, or approval, nonobjection or requirement of, the Board of Governors of the Federal Reserve System, the Washington State Department of Financial Institutions or any other regulatory entity having jurisdiction over the Company.

The number of directors may be increased or decreased from time to time by our Board, provided that a reduction in the number of directors may not shorten the term of an incumbent. Our Bylaws permit our Board to establish by resolution the authorized number of directors, which shall be between seven and thirteen directors. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board may be filled solely by the affirmative vote of a majority of the remaining directors then in office, unless otherwise provided by law or by resolution of the Board. All of our director nominees, except for Mr. Mason, satisfy the definition of “independent director” under the corporate governance rules of The Nasdaq Stock Market (“Nasdaq”).

Key Qualifications

The following table sets forth certain key qualifications and skills of our Board. The lack of a mark for a particular item does not mean that the director does not possess that qualification, characteristic, skill or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill or experience that the director brings to our Board. Our Board composition reflects our Board’s desire that directors have the broad expertise and perspective needed to govern our business and strengthen and support senior management.

Qualification

Mark
Mason

Scott
Boggs

Sandra
Cavanaugh

Jeffrey
Green

Joanne
Harrell

James
Mitchell Jr.

Nancy
Pellegrino

S. Craig Tompkins

Financial Expertise Literacy

Corporate Governance

Public Company Board Experience

Strategic Planning

Legal

Capital Markets

Technology Cybersecurity

Audit

Human Capital Management

Marketing

Regulatory Risk Management

Business Development

Business Operations

Public Company Executive Experience

Accounting

Industry Experience

Upon recommendation of the Nominating and Governance Committee (the “N&G Committee”), the Board has nominated Mark K. Mason, Scott M. Boggs, Sandra A. Cavanaugh, Jeffrey D. Green, Joanne R. Harrell, James R. Mitchell, Jr., Nancy D. Pellegrino and S. Craig Tompkins for re-election to the Board with a one-year term set to expire at the Company’s next annual meeting of shareholders to be held in 2026. Biographical information about each of the nominees is contained in the following section. A discussion of the qualiﬁcations, attributes and skills of each nominee that led our Board and the N&G Committee to the conclusion that she or he should serve as a director appears following each of the director nominee biographies.

Mark K. Mason, Director, Chairman, Chief Executive Officer and President

Mr. Mason has been the Company’s Chief Executive Officer (“CEO”) and a member of the Company’s Board and HomeStreet Bank’s Chairman of the Board and Chief Executive Officer since January 2010. He became Chairman of the Board of the Company in March 2015 after serving as Vice Chairman of the Board since January 2010. Mr. Mason brings extensive business, managerial and leadership experience to our Board. From 1998 to 2002, Mr. Mason was president, chief executive officer and chief lending officer for Bank Plus Corporation and its wholly owned banking subsidiary, Fidelity Federal Bank, where Mr. Mason also served as the chief financial officer from 1994 to 1995 and as chairman of the board of directors from 1998 to 2002. From February 2008 to October 2008, Mr. Mason also served as president of a startup energy company, TEFCO, LLC. He has served on the boards of directors of Hanmi Financial Corp., San Diego Community Bank and The Bjurman Barry Family of Mutual Funds. Mr. Mason is on the boards of directors of the Pacific Bankers Management Institute (the parent company of the Pacific Coast Banking School) and The Washington Bankers Association and is an advisory board member of Seattle University’s Albers School of Business and Economics. Mr. Mason is a certified public accountant (inactive) and holds a bachelor’s degree in business administration with an emphasis in Accounting from California State Polytechnic University.

Mr. Mason was selected to serve as a director because of his position as our CEO and his significant experience as an executive officer, director of and consultant to other banks and mortgage companies, his credit and lending experience, mergers and acquisitions experience, finance and accounting education and experience and his

relationships in the banking industry and the capital markets. He currently chairs the HomeStreet Board of Directors and Executive Committee.

Scott M. Boggs, Director

Mr. Boggs joined HomeStreet Bank in 2006 as a member of its board of directors and became a director of the Company in February 2012. Mr. Boggs served as the Lead Independent Director of the Board from March 2015 through June 2018. Prior to joining HomeStreet Bank’s board of directors, Mr. Boggs was employed by Microsoft Corporation from 1993 to 2003 where he served in a variety of positions, including vice president, corporate controller from 1998 to 2003. Mr. Boggs was also an adjunct professor for the Seattle University Albers School of Business and Economics, teaching accounting and information systems from 2004 until 2009. Mr. Boggs previously served as a trustee and chair of the audit committee and budget and investments committee of the Financial Executives Research Foundation from 2002 to 2008, as director, chair of the pension committee and a member of the audit committee of the Cascade Natural Gas Corporation from 2004 to 2007, and director, vice chair of audit committee and designated financial expert of the Safeco family of mutual funds from 2002 to 2004. He is a former member of the Seattle University Internal Audit Advisory Board, the King County Strategic Technology Advisory Council, the Seattle University Accounting Advisory Board and the Financial Executives International. Mr. Boggs started his career as a certified public accountant (currently inactive) with Deloitte, Haskins & Sells from 1977 to 1985, and he received his bachelor’s degree in Accounting from the University of Washington.

Mr. Boggs was selected to serve as a director because of his significant accounting and financial experience, his accounting credentials and degree and his experience as a designated financial expert on audit committees. He currently chairs the HomeStreet Board of Directors Finance Committee.

Sandra A. Cavanaugh, Director

Ms. Cavanaugh joined the Board in May 2018. Ms. Cavanaugh has more than 30 years of executive experience in the financial services, banking and asset management industries. As President and CEO of Russell’s U.S. Private Client Services Group and President and CEO of Russell Investment Funds from January 2010 until her retirement in June 2016, Ms. Cavanaugh oversaw the operation of a $45 billion mutual fund family. Prior to joining Russell Investments, Ms. Cavanaugh was an executive vice president for SunTrust in 2009 and held several executive leadership positions at Washington Mutual from 1997 to 2009, including President of WM Funds Distributor and Shareholder Services and President of WM Financial Services. Ms. Cavanaugh also held various senior positions with AIM Mutual Funds, First Interstate Bank and American Savings Bank. Since her retirement in 2016, Ms. Cavanaugh has provided consulting services to help financial services companies build and execute brand, product and distribution strategies. In addition to her executive career, Ms. Cavanaugh has held several board and advisory roles with private, non-profit and public companies, including United Way of King County. She received her bachelor’s degree in History with a minor in business from California State University, Fresno and had previously held active NASD/FINRA securities licenses, Series 7, 24, and 63.

Ms. Cavanaugh was selected to serve as a director because of her extensive executive management experience which encompasses expertise in human capital management, risk management, sales and distribution, marketing and strategy and is considered an expert in the financial services industry. She currently chairs the HomeStreet Board of Directors Compensation Committee.

Jeffrey D. Green, Director

Mr. Green, CPA was appointed as a member of the Board in June 2020. Mr. Green has over 30 years of experience in public accounting serving the financial institutions, mortgage banking and financial services industry. He retired as the Financial Institutions National Practice leader and an audit and client service Partner of Moss Adams LLP, a national accounting, tax, and advisory firm, having served with the firm since 1990. From 2013 to 2018, Mr. Green was Moss Adams’ Financial Institutions National Practice Leader, and in that role, was responsible for the firm’s national financial institutions practice covering; accounting, auditing, internal control, financial and consulting services provided to financial services clients. From 2007 to 2013 Mr. Green was the Managing Partner of Moss

Adams’ Everett, Washington practice office, and in that role, was responsible for personnel, financial performance, quality control and sales and marketing for the 120 plus employee office. Over his career in public accounting, Mr. Green gained significant experience working with the boards and audit committees of publicly traded banking and lending institutions while managing major client relationships across multiple markets. In his roles, Mr. Green developed deep expertise in complex accounting, auditing (external and internal), internal control (including SOX and FDICIA), financial reporting, risk management, loan file review, information technology, regulatory compliance, corporate governance and strategic matters facing financial services companies. In addition to his financial and risk management experience, he also brings extensive business, managerial and leadership experience to the Board. Mr. Green holds a Bachelor of Science in business administration with a focus in accounting from Washington State University and is a certified public accountant. He is member of the Washington State Society of Certified Public Accountants, the American Institute of Certified Public Accountants and the National Association of Corporate Directors.

Mr. Green was selected to serve because of his background as an audit partner for public companies in the financial services industry, his extensive expertise in community banking, financial expertise, knowledge of internal control and risk management, and his qualification as an audit committee “financial expert” under SEC rules. He currently chairs the HomeStreet Board of Directors Audit Committee.

Joanne R. Harrell, Director

Ms. Harrell joined the board in January 2022. She brings extensive experience in executive roles within the high-tech, telecommunications and non-profit sectors. Ms. Harrell has a strong record of creating public-private partnerships that lead to innovative solutions to pressing civic and societal issues. From 2001 until her retirement in October 2021, Ms. Harrell worked for Microsoft Corporation where she led teams in the sales, marketing and services disciplines focused on enterprise, public sector and original equipment manufacturing customers and partners. Ms. Harrell served as a Regent for the University of Washington from 2009 to 2022 and was Board Chair in 2012. Prior to joining Microsoft in 2001, Ms. Harrell was President and Chief Executive Officer of the United Way of King County, Washington and held executive positions with US West Communications, Inc. and AT&T, Inc. Ms. Harrell holds a B.A. in communications-advertising and an M.B.A in marketing from the University of Washington. She is a member of the Board of Directors of the Fred Hutch Cancer Care Center and chairs the Board of Equal Opportunity Schools. Ms. Harrell remains active with the University of Washington as an Adjunct Professor and is the immediate-past Fritzky Endowed Chair in Leadership at the Foster Business School.

Ms. Harrell was selected to serve as director because of her experience in the areas of marketing, sales, strategy, communications, community service and diversity, social responsibility, sustainability, public affairs and corporate citizenship, in addition to her extensive background in executive management. She currently chairs the HomeStreet Board of Directors Nominating and Governance Committee.

James R. Mitchell, Jr., Director

Mr. Mitchell joined the Board in January 2020. Mr. Mitchell has worked in commercial banking for more than 40 years, including founding Puget Sound Bank in 2004, where he served as president and chief executive officer from inception until the merger of that bank with Heritage Bank in January 2018. He was also a member of the Board of Directors of Puget Sound Bank from 2004 through January 2018, serving as chairman of the board from 2004 through 2008. After the merger of Puget Sound Bank and Heritage Bank, Mr. Mitchell served as the market president for King County for Heritage Bank for the next year, until January 2019, and then as a consultant to Heritage Bank until January 2020. Prior to founding Puget Sound Bank, Mr. Mitchell served as a Senior Vice President at Sterling Bank, where he opened and grew the Seattle corporate banking office, from 2002 to 2004, and a Senior Vice President and team leader for the Seattle corporate banking team of U.S. Bank from 1990 through 2002. Mr. Mitchell served on the Board of Directors of the Washington Bankers Association from 2011 to 2018, the Board of Directors of the Western Bankers Association from 2015 to 2018, and the board of Bellevue LifeSpring, a nonprofit organization, from 2009 to 2017. Mr. Mitchell received his bachelor’s degree from Seattle University, a Masters of Business Administration from the University of Washington and his juris doctorate from Southwestern University School of Law.

Mr. Mitchell was selected to serve as a director based on his knowledge of the banking industry, experience as a chief executive officer and director of a bank, and expertise in commercial banking. He is currently the Lead Independent Director of the HomeStreet Board of Directors and chairs the Credit Committee.

Nancy D. Pellegrino, Director

Ms. Pellegrino joined the Board in October 2019. She previously served as a Director on the Board of Puget Sound Bank (2015-2018) helping lead it to its successful merger with Heritage Financial Corp. Ms. Pellegrino brings to the board room more than 30 years of financial services experience in the private banking, wealth and asset management industries. She served as Managing Director and Regional CEO for Citi Private Bank and President for BNY Mellon Wealth Management for the PNW from 2000 to 2013. Prior to her move to Seattle, she was with Banc One’s Trust Company and Private Asset Management division in Texas and Ohio (1990-2000) as Senior Vice President and Regional Sales Manager and Director. After beginning her career in the oil and gas business in Texas, Ms. Pellegrino became Vice President for Business Development and head of the Oil and Gas Asset Management Division for Texas Commerce Bank Trust Company (1982-1990). Post-retirement from the financial services industry, she has provided consulting services to individuals, teams and organizations, drawing on her board and leadership experience. Over the past 24 years, she has served in leadership positions on the boards of numerous nonprofit organizations in the Pacific Northwest in healthcare, human services, and the arts. Ms. Pellegrino is currently Director Emeritus and past Board Chair for Woodland Park Zoo and remains involved as an advisor to it and the Fred Hutch Cancer Center. She received her bachelor’s degree from Vanderbilt University and is a graduate of the Northwestern University Graduate Trust School and University of Virginia’s Darden School of Business “Leading Strategic Change” program. She has held active NASD/FINRA securities licenses 6, 7, 24, 63 and 66, and the Certified Trust Financial Advisor designation.

Ms. Pellegrino was selected to serve as director because of her extensive executive leadership experience in the financial services industry encompassing human capital management, business development, marketing, strategy, risk management and both corporate and non-profit board experience as well as for her commitment to the PNW community. She currently chairs the HomeStreet Board of Directors Enterprise Risk Management Committee.

S. Craig Tompkins, Director

Mr. Tompkins joined the Board in May 2023. Mr. Tompkins has been the Executive Vice President and General Counsel of Reading International and has served in a variety of officer and director capacities with Reading and its predecessors (Craig Corporation, Citadel Holding Corporation and Reading Entertainment, Inc.) since February 1993. Prior to this, Mr. Tompkins was a partner at Gibson Dunn & Crutcher from 1984 to 1993 practicing as a corporate, securities and banking lawyer. Mr. Tompkins was a principal equity holder in and, between 2007 to 2017, served as the Executive Chairperson and from 2017 to 2022 as the Chairperson of Marshall & Stevens, Incorporated, a privately held valuation and consulting firm specializing in the valuation of real estate, business enterprises and alternative energy assets. From 1993 to 2006, Mr. Tompkins served as a director and as the Chairperson of the Audit Committee of G&L Realty (an NYSE REIT specializing in medical properties), and from 1998 to 2001 as a director and member, of the Compensation Committee, and of the Special Independent Committee of Fidelity Federal Bank, FSB. Mr. Tompkins is also the Chairperson and Chief Executive Officer of Kirtland Farms, Inc. (a Tompkins

family-owned agricultural operation in Southern Oregon). Mr. Tompkins holds a Bachelor of Arts from Claremont McKenna College, and a Juris Doctorate from the Harvard Law School.

Mr. Tompkins was selected to serve as a director based on his experience in legal and corporate governance, financial expertise and literacy, audit, compensation and human capital management, and strategic planning.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE EIGHT DIRECTOR NOMINEES.

SHAREHOLDER ENGAGEMENT

2024 Shareholder Outreach

At our 2024 annual meeting of shareholders Mark K. Mason received support from 92.1% of votes cast; Scott M. Boggs received support from 93.4% of the votes cast, Sandra A. Cavanaugh received support from 96.6% of the votes cast, Jeffrey D. Green received support from 96.5% of the votes cast, Joanne Harrell received support from 96.6% of the votes cast, James R. Mitchell, Jr. received support from 96.3% of the votes cast, Nancy D. Pellegrino received support from 96.7% of the votes cast, and S. Craig Tompkins received support from 94.6% of the votes cast.

For the “say-on-pay” vote approving our executive compensation, we received approval from 90.2% of votes cast (for and against). Based on this high approval rating and the feedback we received from our investors generally in 2024, we do not believe our shareholders have significant concerns about our executive compensation program.

We routinely provide opportunities for our shareholders to connect with our leadership team. In 2024, our Chief Executive Officer and Chief Financial Officer attended a number of investor and industry conferences where we were able to engage with active managers of hedge funds and mutual funds who are investors or potential investors in HomeStreet. We also routinely attend ad hoc meetings with individual current or prospective investors.

Shareholder Interest in Sustainability Matters

Several of our larger investors have provided statements to the market and to their portfolio companies generally regarding matters relating to sustainability matters in recent years. These have often focused on issues of inclusion and belonging for boards of directors and senior management, concerns about addressing climate change and environmental issues and social justice and equality. While we have not engaged individually with our investors on these matters in any significant depth, we are aware of the issues many have raised.

Our N&G Committee, consistent with our Principles of Corporate Governance, continues to make inclusion and belonging a priority in identifying and considering potential director candidates. In addition, in 2020 the Washington State Legislature adopted a new law that applies to companies like ours that are incorporated in Washington providing that at least 25% of our Board must be comprised of individuals who identify as women for our Board to be considered “gender diverse”, and if we do not have a gender diverse board for at least 270 days of any year, we will be required to provide discussion and analysis to our shareholders regarding the Board’s approach to developing and maintaining inclusion and belonging on the Board. Our board is gender diverse, with 38% of our Board comprised of individuals who identify as women.

We have also listened to concerns raised generally by investors and proxy advisory firms regarding environmental issues such as climate change and sustainability. See the Corporate Governance — Sustainability Matters below for additional information.

Ongoing Shareholder Engagement

We encourage all of our shareholders to reach out to us with questions or comments they may have regarding our Company. We maintain an investor relations website at http://ir.homestreet.com and shareholders can reach our investor relations department by email at ir@homestreet.com; by phone at (206) 515-2291; and by mail at HomeStreet Inc., Attn: Investor Relations, 601 Union Street, Suite 2000, Seattle, WA 98101. Shareholders can also find our Shareholder Engagement Procedures and Practices on our investor relations website, which provides guidelines for how shareholders can communicate with our Board.

CORPORATE GOVERNANCE

As a bank holding company, we believe it is important to foster an operating environment that articulates a strong focus on compliance and ethical standards, and our Board sets this tone from the top. Our Board is actively engaged in designing, monitoring and enforcing compliance with high governance standards. We discuss our most important corporate governance policies and practices below. Each of our corporate governance policies is reviewed by the committee responsible for that policy and the full Board at least annually, and more frequently if warranted.

Code of Ethics

The Board has established a code of ethics as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which applies to all directors, officers and employees of HomeStreet and its subsidiaries, including our principal executive officer, principal financial officer and principal accounting officer or controller. A copy of our Code of Business Conduct and Ethics (“Code of Ethics”) can be found on our investor relations website: http://ir.homestreet.com. We will post on our website any amendments to, or waivers (with respect to our principal executive officer, principal financial officer and principal accounting officer or controller) from, this Code of Ethics within four business days of any such amendment or waiver and, to the extent required by the listing standards of Nasdaq, by filing a Current Report on Form 8-K with the SEC disclosing such information. Among other things, the Code of Ethics addresses the following principles:

•maintaining accurate and complete records;

•avoiding conflicts of interest;

•complying with laws and regulations;

•prohibiting insider trading;

•avoiding questionable gifts or favors;

•treating others in an ethical manner;

•maintaining integrity of consultants, agents and representatives; and

•protecting proprietary information and proper use of assets.

Whistleblower Policy

In addition to our Code of Ethics, we maintain a whistleblower policy which is intended to provide guidance to employees, shareholders and others who may be aware of or concerned about potential violations of our Code of Ethics or other forms of misconduct and wish to report such concerns to our Ethics Compliance Officer, either directly or anonymously through our whistleblower hotline or website.

We have crafted our whistleblower policy to make clear our commitment to providing a confidential process by which individuals can raise questions and concerns about potential misconduct, including potential violations of law, regulation or Company policy, and report potential misconduct while strictly prohibiting any attempt by any director, officer or employee of the Company to identify whistleblowers or retaliate or attempt to retaliate against any whistleblower, anonymous or otherwise. Nothing in the policy is intended to prohibit or impede the reporting of alleged accounting irregularities or securities violations, or anything else covered by the Sarbanes-Oxley Act, the Dodd-Frank Act or any other applicable law directly to the SEC whether or not an initial report is made internally to the Company.

We provide information on how to access our third-party whistleblower hotline, EthicsPoint, by telephone or through the Internet on both our internal human resources website and our external investor relations website at http://ir.homestreet.com.

At each regular meeting the Audit Committee discusses whistleblower reports, if any, with the Ethics Compliance Officer, including all new reports received since the last meeting, any ongoing whistleblower investigations, and the resolution of any closed investigation.

Principles of Corporate Governance

The Company has adopted Principles of Corporate Governance, which can be found on our investor relations website: http://ir.homestreet.com. Shareholders may request a free copy of the Principles of Corporate Governance at the address or phone number set forth above.

Director Independence

The Board has determined that, with the exception of Mark K. Mason, our Chairman of the Board and Chief Executive Officer, all of its members are “independent directors” as that term is defined in the listing standards of Nasdaq and, where applicable, the regulations adopted under Sections 10A and 10C of the Exchange Act. In the course of determining the independence of each nonemployee director, the Board considered the annual amount of HomeStreet’s sales to, or purchases from, any company where a nonemployee director serves as an executive officer as well as all other relevant facts and circumstances, including the director’s commercial, accounting, legal, banking, consulting, charitable and familial relationships.

Board Inclusion

Our Principles of Corporate Governance include a commitment to inclusion as a guideline for our director nomination process. In particular, the guideline provides that the Board and N&G Committee “will actively seek to include highly qualified women and individuals from minority groups in the pool of candidates from which nominees for director positions are chosen.” The N&G Committee continues to consider inclusion an important goal in Board refreshment. In connection with our 2025 annual meeting of shareholders, the N&G Committee and the Board considered the diverse backgrounds and perspectives of each director nominee as one of several factors in its nomination process. Our Board is comprised of 38% of individuals who identify as women. The current composition of our Board reflects our ongoing commitment to inclusion in the director nomination process.

Board Assessment, Refreshment and Orientation Process

Each year, our Board undertakes a formal self-evaluation process during which all members are asked to identify their areas of strength and expertise. The N&G Committee then aggregates this information into a report on the strength of the Board which includes, among other things, the skills matrix that we include in this proxy statement. This assessment process, and especially the skills matrix, allows the N&G Committee to identify where there may be gaps in the overall skill set of the Board as a whole so that we can, if necessary, undertake a search for qualified candidates who not only have senior-management level experience in public companies, financial institutions and banking and fit the stated goals for diversity in our Principles of Corporate Governance, but can also help to broaden or deepen the skillset that we have on our Board.

Our Board believes it is in the best interests of our shareholders to refresh our Board membership on a regular basis by considering new director candidates who can bring a fresh or different perspective to the Board. We have heard from our shareholders that they also value regular Board refreshment measures.

Since January 2018, we have added seven new directors to the Board; Mr. Patterson, Ms. Cavanaugh, Ms. Pellegrino, Mr. Mitchell, Mr. Green, Ms. Harrell and Mr. Tompkins, and eight directors have left the Board.

While board refreshment is important to bring new perspectives, our Board has also implemented a formal onboarding and orientation process for new directors in order to maintain continuity and bring new directors up to speed with the Company’s operations, corporate governance practices and overall strategy. The orientation is designed to help new directors contribute fully to their governance work on the Board as early in their tenure as possible. As a result of the process, directors are expected to understand: (1) their roles and responsibilities and time commitment to their governance work; (2) the current goals, opportunities and challenges facing the

Company; (3) major lines of business and the key leaders; (4) key initiatives and overall business strategy; (5) the Company’s stakeholders; (6) how the directors’ own background, knowledge and skillsets can contribute to the Board’s work and the Company’s goals; (7) the background, knowledge and skillsets of each of the other directors and key leaders of the Company; (8) how Board decisions are made; and (9) the Company’s formal governing policies and practices. The onboarding and orientation process involves several meetings with the CEO, the lead independent director, standing committee chairpersons, a Board mentor, key executives including the general counsel and other staff members. These meetings cover a broad array of topics including the strategic plan and planning process; the Company’s vision values goals and culture; the Company’s recent successes and challenges; charters of the Company, its principal subsidiaries and various committees; Board and executive compensation details and philosophies; recent CEO performance reviews; executive leadership and succession planning; organization charts; biographies; Board development and training. Copies of key Board documents are scheduled and provided in hard copy or by electronic access to each new member.

Board Leadership Structure

Our Board believes that it is in the best interests of the Company and its shareholders for the Board to retain discretion to determine whether to separate the roles of Chairman of the Board and CEO based upon varying circumstances, and the majority of our shareholders have supported this approach, voting against a proposal to require the separation of those roles at our 2019 annual shareholder meeting. The Board is currently chaired by Mr. Mason, our CEO, who is subject to re-appointment as Chairman of the Board each year by the Board. Our Principles of Corporate Governance provide that if the Chairman of the Board is an executive of the Company, the independent directors shall elect a Lead Independent Director.

The Company’s Bylaws and Principles of Corporate Governance provide a clear description of the role of the Lead Independent Director. The Lead Independent Director presides over all executive sessions of independent or non-management directors, and in the absence of the Chairman of the Board presides over shareholder meetings and Board meetings; serves as the liaison between the Chairman and the independent directors; meets with the Chairman prior to all Board Meetings to review and discuss the agenda; and has the right to approve meeting agendas, meeting schedules and other information sent to the Board. The Lead Independent Director also serves as the primary point of contact (through the Corporate Secretary) for shareholders wishing to engage with the Board.

The Board maintains a Lead Independent Director to facilitate discussion, coordinate and reflect the views of the independent directors and, most importantly, to ensure that the Company’s governance practices are aligned in the best interests of all shareholders. Mr. Mitchell was appointed Lead Independent Director by the independent directors of the Board in 2023 and currently serves in that role. The Board reviews the appointment of our Lead Independent Director position each year.

The Board believes that this leadership structure provides balance and currently is in the best interests of the Company and its shareholders. The role given to the Lead Independent Director helps to ensure a strong, independent and active Board, while Mr. Mason serving as the Chairman of the Board enables the Company and the Board to continue to benefit from his skills and expertise, including his extensive knowledge of the Company and its industry and his experience successfully navigating the Company through both strong and challenging periods.

The following table illustrates how responsibilities are delegated between the CEO and the Lead Independent Director:

Responsibility

Chairman/Chief Executive Officer

Lead Independent Director

Board Meeting

• Authority to call full meetings of the Board

• Presides over meetings of the full Board

• Attends full meetings of the Board

• Presides over meetings of independent directors and non-management directors

• Briefs Chairman on issues arising from executive sessions of independent directors

• Presides over meetings of the Board in the absence of the Chairman

•Prepares minutes from executive sessions of independent directors for any Board actions

Agenda

• Primary responsibility for shaping Board agendas, consulting with the Lead Independent Director

• Collaborates with Chairman to set Board agenda and provide Board with information

• Approves agenda and meeting schedules to be sent to the Board

Board Communications

• Communicates with all directors on key issues and concerns outside Board meetings

• Facilitates discussion among independent directors on key issues and concerns outside Board meetings, including contributing to the oversight of the Chairman and management succession planning

Shareholder Communications

• Primary spokesperson for the Company in communications to shareholders

• Serves as liaison for shareholders who wish to communicate with the Board (such communications to be sent through the Corporate Secretary)

Board Role in Risk Oversight

The Board, together with its committees and senior management, has oversight of our risk management framework and is responsible for helping to ensure that our risks are managed in a sound manner. The Board’s principal responsibility in this area is to oversee an enterprise-wide approach to risk management and ensure that sufficient resources, with appropriate technical and managerial skills, are provided throughout the Company to identify, assess and facilitate processes and practices to address material risks. We believe that the current leadership structure enhances the Board’s ability to fulfill this oversight responsibility, as the Chairman, in his role as CEO, is able to focus the Board’s attention on the key risks we face.

In addition, the Board has delegated oversight of certain categories of risk to the Audit Committee, the Enterprise Risk Management (“ERM”) Committee, the Compensation Committee and the N&G Committee. The Audit Committee reviews and discusses with management significant financial and non-financial risk exposures and the steps management has taken to monitor, control and report such exposures. The ERM Committee oversees and assesses the adequacy of the Company’s risk management framework, monitors compliance with the Board-approved risk appetite measures and other key risk measures and oversees management of key risks not overseen by other committees of the Board, including legal, compliance and operational risks, information technology, information security and cybersecurity risks. The Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. The N&G Committee oversees management of risks relating to the Company’s nominating and corporate governance functions. The Audit Committee, the ERM Committee, the Compensation Committee and the N&G Committee report to the Board as appropriate on matters that involve specific areas of risk that each committee oversees, and with the Board, each committee periodically discusses with management the Company’s policies with respect to risk assessment and risk management. The board of directors of our primary subsidiary, HomeStreet Bank, also oversees certain risks specific to HomeStreet Bank, including credit, liquidity, interest rate and price risk, through various committees of the

HomeStreet Bank board, including joint audit, ERM, Compensation and N&G committees as well as credit and finance committees.

Sustainability Governance Matters

Sustainability Oversight

At the Board level the N&G Committee’s purpose, duties and responsibilities include oversight of our human capital management and sustainability programs, policies and practices. The N&G Committee’s oversight of our sustainability programs, policies and practices includes oversight of any climate-related programs, policies and practices, unless delegated to another committee of the Board. The N&G Committee’s specific duties and responsibilities with respect to sustainability include monitoring and evaluating the Company’s programs, policies and practices relating to sustainability issues and making recommendations to the Board regarding the Company’s overall strategy with respect to sustainability matters. In addition, we have established a Sustainability Management Steering Committee comprised of senior management members including the Chief Executive Officer. The purpose of the Sustainability Management Steering Committee is to assist the N&G Committee in fulfilling its oversight responsibilities with respect to sustainability matters, which oversight responsibilities include oversight of climate-related matters, unless delegated to another committee of the Board.

As part of its oversight responsibilities, HomeStreet’s Sustainability Management Steering Committee plans to examine and assess potential environmental sustainability measures and initiatives, including certain climate-related measures and initiatives, such as greenhouse gas emission measurement and reduction, water use and conservation, waste generation and recycling, and energy efficiency measures. To address these potential measures and initiatives effectively and efficiently, HomeStreet’s Sustainability Management Steering Committee has formed a Climate and Environment Working Group that includes members from the supply chain and facilities departments. The Climate and Environment Working Group is responsible for the implementation of HomeStreet’s overall strategy with respect to environmental sustainability matters, including certain climate-related matters, with direction and oversight provided by the Sustainability Management Steering Committee.

Human Capital Management

As a financial institution, HomeStreet Bank holds a valued position with its shareholders in the community, among its customers and employees, and with its regulators. Since 1921, the Company has earned the trust of customers, employees and regulators through our effective management and deep community involvement thereby developing a reputation for reliability, fairness, honesty and integrity. Our reputation is directly tied to the individual decisions, actions and sense of business ethics of our employees. We believe a high level of trust gives us a competitive advantage in an environment that is increasingly sensitive to business ethics. It is our belief that employees and customers are attracted to work for, and do business with, a company that prides itself on maintaining the highest degree of ethical standards. For all these reasons, a commitment to fairness, honesty, integrity and community service are core values of the Company.

HomeStreet’s Culture Committee has identified five key pillars built on specific behaviors that bring our values to life: a focus on customers, collaboration as one team, delivering excellence, embodying a spirit to serve the communities that we are in and being engaged in our work in a manner that we describe as “All In.” In 2022, the Culture Committee met regularly to discuss ways to promote our inclusive work environment and support our recruiting efforts to extend outreach to historically marginalized groups such as biracial and people of color, veterans and individuals with disabilities. Our Employee Resource Groups also met regularly, allowing for collaborative environments where employees can freely discuss social issues they or others may be dealing with and ways to better extend a culture of belonging and inclusion throughout our organization.

As part of our goal of providing high-quality banking and financial services to our customers while creating a positive impact in the local communities in which we do business, we designed our total rewards program with the intention of attracting and retaining highly qualified employees. We use a mix of base salary, cash-based short-term incentive plans and defined contributions to the 401(k) plan for participating employees to incentivize

our employees classified as exempt employees, and also provide long-term incentive compensation, preferring equity-based incentives where available, for key employees. Employee performance is considered, evaluated and discussed through regular performance check-ins between manager and direct report, while those employees eligible for short-term annual incentives also have an annual performance review. Our employees are eligible to receive company match on defined contributions to their 401(k) retirement plan. We have a variety of group benefit programs designed to provide our employees with health and wellness benefits; financial benefits in the event of planned or unplanned expenses, or losses relating to illness, disability, death; retirement benefits; and programs to deal with job-related or personal problems.

As part of our employee development program, we provide a variety of training and educational opportunities to help our employees stay current on regulatory compliance issues and develop their professional skills. We use an online learning management system to create, assign and track compliance and professional development learning programs across many topical areas such as banking, mortgage and regulatory education, technology training, public speaking and proactive communication, and development of strong customer relationship and customer service skills.

Inclusion and Belonging

HomeStreet values inclusion and belonging and is an equal opportunity employer, committed to an inclusive workplace with employees from a wide range of backgrounds and individual characteristics: including race, ethnicity, sex, gender, sexual orientation or identity, disability, religion, age, national origin, military or veteran status, marital status, religion, use of service animal, or other characteristics. Inclusivity also includes differences in backgrounds, experiences, perspectives, thoughts, interests, and ideas. As a result of our inclusive Company, we believe that our employees will have greater job satisfaction, higher levels of trust and better engagement, which in turn translates to happier and more engaged employees with a greater capacity for customer service and a deeper connection to our strategic plan, ultimately providing greater value to shareholders over the long term. HomeStreet works hard to ensure that our employees are given opportunities to be heard, engaged and involved at work and have meaningful opportunities to collaborate, contribute, and grow in their careers. HomeStreet focuses on recruiting, retaining and promoting employees from diverse backgrounds and who are representative of the people in the communities we serve. By doing so, we believe we are better able to serve our customers and understand their financial needs and goals. HomeStreet’s Culture Committee helps management identify ways to increase and promote opportunities for our employees. The Culture Committee works with management to identify and promote practices that will help us achieve a more inclusive workplace. Our Company also promotes policies and practices to combat harassment, discrimination, retaliation, or disrespectful or other unprofessional conduct based on an individual’s identity, including sex, gender, sexual orientation, race, religion, color, ancestry, physical disability, mental disability, age, marital status, and other protected classifications.

Employee Community Involvement

HomeStreet supports the active involvement of our employees in supporting their communities. Employees who donate blood receive one paid day off from work for each donation. Additionally, employees are given time off to volunteer for community organizations, and where employees make a substantial commitment of time to a particular organization, HomeStreet offers an additional financial contribution to those organizations in recognition of the commitment of our employees. We also create active partnerships with hundreds of local organizations, and our employees provide leadership, educational support, hands-on service, expertise and financial support to those organizations. We focus primarily on organizations within the scope of the Community Reinvestment Act that provide support for housing, basic needs and economic development for those of low and moderate income. Our senior management also helps to educate our employees on the importance of our community responsibility focus and strategies.

Information Security Risks

The Board oversees the Company’s cyber risk management program through the ERM Committee which is tasked with oversight of risk issues, including cybersecurity and information security risks, and is comprised entirely of independent directors. Our Chief Information and Operations Officer and Chief Information Security Officer, who oversee our information security program and our vendor management program, have led the way

to develop programs and policies designed to address and respond to security incidents and cyberattacks in order to protect and preserve the confidentiality, integrity and availability of information owned by, controlled by or in possession of the Company and our vendors, including the Company’s proprietary, sensitive and confidential information and the information of our customers, employees and affiliates. These programs and policies are reviewed and updated on a regular basis, and the implementation of such programs and policies is overseen by those officers along with our Information Security Program Office.

Certain of these programs and policies address incident response processes, including a cyber incident response plan, with controls and procedures designed to provide for the timely and accurate investigation and reporting of cybersecurity incidents as required by applicable legal obligations, including the reporting of material cybersecurity incidents. The ERM Committee receives quarterly reports from the Chief Information Officer, the Chief Information Security Officer and Chief Risk Officer as well as interim reports on noteworthy cybersecurity events and the impact, if any, on the Company. The Board and the ERM Committee also periodically receive updates about the results of exercises and response readiness assessments led by internal staff as well as outside advisors who provide a third-party independent assessment of our cybersecurity and information security technical program and our internal response preparedness. The ERM Committee regularly briefs the full Board on these matters, and the full Board also receives periodic briefings on cyber threats to enhance our directors’ literacy on cybersecurity issues.

The ERM Committee has engaged a cybersecurity expert to work closely with the ERM Committee to provide external review of our cybersecurity-related policies and processes and to provide training and advice on cybersecurity and information security matters. The ERM Committee often presents the expert's materials to the full Board to update all directors on cybersecurity and information security risks. Our employees are required to receive periodic training in cybersecurity and information security risk management and mitigation through corporate training courses and regular phishing exercises. We maintain an additional insurance policy designed to help defray the potential costs of losses associated with cybersecurity incidents.

Employee Compensation Risks

HomeStreet’s management and the Compensation Committee have assessed the risks associated with our compensation policies and practices for all employees, including non-executive officers. Based on the results of this assessment, we do not believe that our compensation policies and practices for any employees, including non-executive officers, create excessive risks or risks that are reasonably likely to have a material adverse effect on HomeStreet.

Board Meetings and Committees

During the year ended December 31, 2024, the Board held 23 meetings. Each of our directors attended or participated in 75% or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which that director served during the past fiscal year.

The Board has five standing committees: the Executive Committee, the Audit Committee, the ERM Committee, the Compensation Committee and the N&G Committee.

2024 Committee Memberships of Directors of HomeStreet, Inc.

The following table indicates the current membership of each committee.

Director

Executive Committee

Audit Committee

Nominating and Governance Committee

Compensation Committee

ERM Committee

Mark K. Mason, Chairman

Chair

Scott M. Boggs

Sandra A. Cavanaugh

Chair

Jeffrey D. Green

Chair

Joanne R. Harrell

Chair

James R. Mitchell, Jr.

Nancy D. Pellegrino

Chair

S. Craig Tompkins

Executive Committee

The Executive Committee is composed of at least three members of the Board, a majority of whom are required to be and are independent directors as determined by the Board. The Chairman of the Board serves as the Chair of the Executive Committee. The Executive Committee is delegated authority to act on behalf of the Board on certain matters that are not otherwise delegated to another committee of the Board in between regularly scheduled Board meetings. The Executive Committee is not authorized to take any action that cannot be delegated by the Board under Washington law and is also expressly not authorized to adopt any agreement for merger or consolidation, recommend to shareholders the sale, lease or exchange of all or substantially all of the Company’s assets, recommend a dissolution of the Company (or the revocation of a dissolution) to the shareholders, amend the Bylaws, elect officers, fill vacancies on the Board, declare a dividend, or authorize the issuance of stock (other than pursuant to specific delegation from the Board where the Board has already approved the issuance and the Executive Committee is approving certain details of the issuance), all of which are expressly reserved to the full Board. The Executive Committee did not meet during the year ended December 31, 2024.

Audit Committee

Our Audit Committee is composed solely of independent directors as required by Nasdaq corporate governance standards, and each of the members of the Audit Committee meets the independence requirements set forth in all applicable Nasdaq corporate governance standards, including independence requirements for audit committee members, and Rule 10A-3 under the Exchange Act. The Board has determined that each of Mr. Boggs and Mr. Green is qualified as an “audit committee financial expert.”

Our Board has adopted a written Audit Committee charter that meets the requirements of the applicable Exchange Act rules and the applicable Nasdaq corporate governance standards. A copy of this charter can be found on our investor relations website: http://ir.homestreet.com. Among other things, the Audit Committee charter requires the Audit Committee to:

•oversee the financial reporting process on behalf of our Board, review and discuss the audited financial statements, including significant financial reporting judgments, with management and the Company’s auditors and report the results of its activities to the Board;

•be responsible for the appointment, retention, compensation, oversight, evaluation and termination of our auditors and review the engagement and independence of our auditors;

•review and approve non-audit services of our independent registered public accounting firm;

•review the adequacy of our internal accounting controls and financial reporting processes;

•approve and monitor our internal audit plans and policies;

•annually review the performance compensation and independence of our Chief Audit Officer; and

•annually evaluate the performance of the Audit Committee and assess the adequacy of the Audit

Committee charter.

The Audit Committee of the Company meets jointly with the Audit Committee of HomeStreet Bank. The Audit Committee held eight meetings during the year ended December 31, 2024.

Enterprise Risk Management Committee

The membership of the ERM Committee is limited to people who meet the independence standards established by NASDAQ corporate governance rules and is currently comprised solely of independent directors as defined by such rules. The ERM Committee of the Company meets jointly with the ERM Committee of HomeStreet Bank, and together they oversee and assess the adequacy of the Company’s tolerance and management of key enterprise-wide risks, including credit, interest rate, liquidity, price, operational, compliance/legal, strategic and reputational risks. The ERM Committee is also responsible for monitoring the Company’s risk profile and exposure to various types of risks, including cybersecurity and information security risks, as well as reviewing management’s adherence to the Company’s established risk management policies and benchmarks. The Committee will coordinate, as deemed appropriate, with various Board committees to discuss areas of common interest and significant matters regarding the Company’s processes for risk assessment, risk management, and actions taken by management to monitor, control, and remediate risk exposures. As with other committees of the Company, the ERM Committee is authorized to hire such independent experts as the committee may deem necessary or appropriate.

Our Board has adopted a written charter for the ERM Committee. A copy of this charter can be found on our investor relations website: http://ir.homestreet.com. Among other things, this charter requires the ERM Committee to:

•Establishing and maintaining the enterprise-wide risk management framework and promoting the risk management culture within the Company and its subsidiaries;

•define, in conjunction with the Board and management, the Company’s risk appetite and tolerances for risk for the Company;

•annually review and approve the Company’s enterprise risk assessments as a component of the Company’s strategic plan, including the capital plan; and

•monitor the Company’s risk profile and ongoing and potential exposure to material risks of various types, including a review of the Company’s overall capital adequacy and capacity within the context of the approved risk limits and actual results.

In addition, the ERM Committee oversees AML/CFT (BSA), Compliance, Corporate Security, Enterprise Risk Management, Information Security, Information Technology, Model Risk Management, and Quality Control

practices, including:

•reviewing regulatory examinations and reports;

•monitoring the implementation of any corrective measures;

•reviewing and approving the Company’s risk-related policies, including but not limited to the AML/CFT (BSA) Policy, Compliance Management System Policy, Fair Lending Policy, Community Reinvestment Act Policy, Enterprise Risk Management Policy, Corporate Security Policy, Model Risk Management Policy, and Quality Control Policy, and other compliance policies as deemed necessary;

•reviewing and approving the Company’s risk-related management reports;

•reviewing the performance, compensation and independence of the Chief Risk Officer annually;

•approving the initial appointment of the AML/CFT (BSA) Officer, Chief Compliance Officer, Fair Lending Officer, CRA & HMDA Officer, Corporate Security Officer, and Corporate Information Security Officer; then, ratify/affirm such appointment annually; and

•monitor the implementation of changes in significant regulation and the impact upon significant risk(s) throughout the Company.

The ERM Committee is required to meet quarterly, and they met four times in 2024.

Compensation Committee

Our Compensation Committee is composed solely of independent directors under Nasdaq corporate governance rules, each of whom has also been determined to be independent pursuant to Rule 10C-1(b)(1) of the Exchange Act describing independence standards relating to members of a compensation committee. Although the Compensation Committee receives input from our Chief Executive Officer, executive leadership and the Compensation Committee’s independent compensation advisor, the Compensation Committee makes its own independent determinations regarding executive officer compensation.

Our Board has adopted a written charter for the Compensation Committee that satisfies the applicable standards of Nasdaq Corporate Governance rules as to compensation committee requirements. A copy of this charter can be found on our investor relations website: http://ir.homestreet.com. Among other things, this charter requires the Compensation Committee to:

•oversee the Company’s overall compensation structure, policies and programs, and assess whether the

SEC Form DEF 14A filed by HomeStreet Inc.