[8-K] Fifth District Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Fifth District Bancorp, Inc. filed a Current Report on Form 8-K disclosing that its stockholders approved the company’s 2025 Equity Incentive Plan. The filing lists vote totals shown in the document: 3,258,609, 166,232 and 841,384. The report is signed by Amie L. Lyons, Interim President and Chief Executive Officer. The filing provides results of the shareholder vote but does not include further details about plan terms, expected dilution, grant schedules, or implementation timing.

Positive

• 2025 Equity Incentive Plan approved by stockholders as reported in the filing
• Vote totals disclosed (provides transparency on shareholder voting)

Negative

• Material plan details missing: filing does not state shares reserved, dilution, or grant mechanics
• Substantial vote figure present (841,384) that may reflect broker non-votes or abstentions, limiting clarity on active shareholder support

Insights

Financial Analyst

TL;DR: Shareholders approved a new 2025 equity incentive plan; vote totals are disclosed, but the filing lacks financial impact details.

The shareholder approval of an equity incentive plan is a routine corporate action that enables future equity compensation grants. The filing discloses raw vote totals (3,258,609, 166,232, 841,384) and the signature of the interim CEO, which confirms corporate authorization to proceed. The document does not provide critical metrics investors typically use to assess dilution or expense impact, such as the number of shares reserved, burn rate, potential grant timing, or estimated impact on outstanding shares and earnings. Without those figures, the event is governance-related but neutral to near-term financial modeling.

Corporate Governance Expert

TL;DR: The company reported formal shareholder approval of an equity plan; disclosure is limited to voting results.

From a governance standpoint, documenting the shareholder vote and including vote counts demonstrates procedural compliance. The presence of 841,384 in the vote totals may represent a meaningful number of broker non-votes or abstentions, which governance reviewers note because large broker non-votes can affect perceived shareholder support. However, the filing does not include the plan text, vesting schedules, or change-in-control provisions, so assessment of governance quality or alignment with shareholder interests cannot be completed from this filing alone.

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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):  September 15, 2025

Fifth District Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		001-42198		99-1897673
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
4000 General DeGaulle Drive, New Orleans, Louisiana					70114
(Address of Principal Executive Offices)					(Zip Code)

(504) 362-7544

(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:

Common stock, par value 0.01 per share		FDSB		The Nasdaq Stock Market LLC
Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered

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

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 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Fifth District Bancorp, Inc. (the “Company”) was held on September 15, 2025.  The final results of the vote on each matter submitted to a vote of stockholders are as follows:

1. The following nominees were elected to serve as directors of the Company, each for a three-year term or until his or her successor is duly elected and qualified, by the following vote:

		For		Withhold		Broker Non-Votes
Nolan P. Lambert		3,258,750		166,091		841,384
Linda A. Sins		3,258,609		166,232		841,384

2. The Fifth District Bancorp, Inc. 2025 Equity Incentive Plan was approved by the following vote:

For		Against		Abstentions		Broker Non-Votes
3,210,537		145,624		68,680		841,384

3. The appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified by the following vote:

For		Against		Abstentions		Broker Non-Votes
4,179,803		43,652		42,770		-0-

SIGNATURES

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

Date: September 15, 2025


By:   
FIFTH DISTRICT BANCORP, INC.

 /s/ Amie L. Lyons Amie L. Lyons Interim President and Chief Executive Officer

FAQ

What did Fifth District Bancorp (FDSB) report in this 8-K?

The company reported that its stockholders approved the 2025 Equity Incentive Plan and provided vote totals listed in the filing.

What vote totals are shown in the filing?

The filing lists vote totals of 3,258,609, 166,232 and 841,384.

Who signed the 8-K for FDSB?

The report is signed by Amie L. Lyons, Interim President and Chief Executive Officer.

Does the filing disclose the number of shares reserved under the new plan?

No. The filing does not include details such as shares reserved, dilution estimates, or grant schedules.

Is there information on when grants under the plan will be made?

No. The 8-K does not specify timing, recipients, or terms for any future grants.