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FB Bancorp (NASDAQ: FBLA) names Romig governance chair

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FB Bancorp, Inc. reports that Dr. Stephen W. Hales has retired as a member of the boards of Fidelity Bank and FB Bancorp, Inc., effective immediately. The company states that his retirement follows its Director Guidelines and is not due to any disagreement on operations, policies, or practices.

Dr. Hales is recognized for twenty-two years of service. In connection with his retirement, current director Mark Romig has been appointed chair of the Nominating/Governance Committee, effective immediately, shifting a key board leadership role to an existing member.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Retirement notice date July 29, 2026 Date Dr. Stephen W. Hales notified the boards of his decision to retire
Service tenure 22 years Length of Dr. Stephen W. Hales’ service acknowledged by the board
Common stock par value $0.01 per share Par value of FB Bancorp, Inc. common stock listed on Nasdaq
Report date August 3, 2026 Date the company dated the report describing the board changes
Emerging growth company regulatory
"Emerging growth company On July 29, 2026, Dr. Stephen W. Hales notified the Board"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Director Guidelines regulatory
"Dr. Hales’ decision to retire is in accordance with the Company’s Director Guidelines"
Nominating/Governance Committee regulatory
"the Board appointed Mr. Mark Romig ... to serve as Chair of the Nominating/Governance Committee"

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FAQ

What board change did FB Bancorp (FBLA) report regarding Dr. Stephen W. Hales?
FB Bancorp reported that Dr. Stephen W. Hales retired as a director, effective immediately. He served on the boards of Fidelity Bank and FB Bancorp, Inc. for twenty-two years, and the company stated his retirement was not due to any disagreement over operations or policies.

Did Dr. Stephen W. Hales’ retirement from FB Bancorp (FBLA) involve any disagreement with the company?
No, FB Bancorp stated that Dr. Hales’ decision to retire did not result from any disagreement. The company specified there were no issues regarding its operations, policies, or practices and noted that his retirement was made in accordance with its established Director Guidelines.

Who did FB Bancorp (FBLA) appoint as chair of the Nominating/Governance Committee?
FB Bancorp appointed director Mark Romig as chair of the Nominating/Governance Committee, effective immediately. Romig is already a member of the board, and his appointment to this leadership role is directly connected to Dr. Stephen W. Hales’ retirement from board service.

When did FB Bancorp (FBLA) receive Dr. Hales’ retirement notice?
FB Bancorp received Dr. Stephen W. Hales’ retirement notice on July 29, 2026. His decision to retire as a member of the boards of Fidelity Bank and FB Bancorp, Inc. became effective immediately upon that notice, according to the company’s description of the board change.

How long did Dr. Stephen W. Hales serve FB Bancorp (FBLA) before retiring?
Dr. Stephen W. Hales served the company for twenty-two years before retiring from the boards. FB Bancorp’s board publicly thanked him for his long tenure and described his contributions over that period as dedicated service and valuable support to the organization.
FB Bancorp, Inc. /MD/ false 0002013639 0002013639 2026-08-03 2026-08-03
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

 

 

FB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   No. 001-42380   99-1859402

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

353 Carondelet Street,

New Orleans, Louisiana

   70130
(Address of principal executive offices)   (Zip Code)

(504) 569-8640

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each Exchange

on which registered

Common Stock, par value $0.01 per share   FBLA   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2026, Dr. Stephen W. Hales notified the Board of Directors (the “Board”) of Fidelity Bank and FB Bancorp, Inc. (the “Company”) of his decision to retire as a member of the Board, effective immediately. Dr. Hales’ decision to retire is in accordance with the Company’s Director Guidelines and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board thanks Dr. Hales for his twenty-two years of dedicated service and valuable contributions to the Company.

In connection with Dr. Hales’ retirement, the Board appointed Mr. Mark Romig, a current member of the Board, to serve as Chair of the Nominating/Governance Committee, effective immediately.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FB BANCORP, INC.
Date: August 3, 2026     By:  

/s/ Christopher S. Ferris

      Christopher S. Ferris
      President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

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