Fifth District Bancorp Chairman Receives Equity Awards; Options Strike $13.94

Rhea-AI Filing Summary

Nolan David Charles, Chairman and Director of Fifth District Bancorp, Inc. (FDSB), reported equity awards on 09/16/2025. The Form 4 shows acquisition of 11,118 restricted common shares at $0 and grant of 27,797 stock options with a $13.94 exercise price. After the transactions, Mr. Charles beneficially owns 21,118 common shares and 27,797 option shares underlying the grant. Both the restricted shares and the options vest at 20% per year beginning 09/16/2026. The options are exercisable starting 09/16/2026 and expire 09/16/2035. The Form 4 was signed via power of attorney on 09/17/2025.

Positive

• Material equity grants reported: 11,118 restricted shares and 27,797 options, signaling alignment of the chairman with shareholders
• Clear vesting schedule: both restricted shares and options vest at 20% per year beginning 09/16/2026, supporting retention
• Options exercisable from 09/16/2026 through 09/16/2035 with a $13.94 strike, providing long-term upside potential

Negative

• None.

Insights

Financial Analyst

TL;DR: Chairman received significant equity grants aligning pay with shareholder outcomes, creating potential future upside if the stock appreciates.

The reported grants—11,118 restricted shares and 27,797 options at a $13.94 strike—are structured with a multi-year vesting schedule that ties executive compensation to future performance. The options have a ten-year term and become exercisable one year after grant, which limits immediate dilution but provides multi-year incentive alignment. From an investor lens, this is a governance signal that management remuneration is equity-heavy, reinforcing long-term alignment rather than short-term cash compensation.

Corporate Governance Expert

TL;DR: The award structure uses standard restricted stock and option vesting to retain the chairman and align incentives with shareholders.

The 20% per year vesting beginning one year after grant is a common retention mechanism. Restricted shares granted at $0 indicate time-based compensation rather than immediate purchase. The Form 4 discloses clear timelines and quantities, supporting transparency. No unusual transfer, immediate sale, or related-party transaction is disclosed in this filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nolan David Charles

(Last) (First) (Middle)

4000 GENERAL DEGAULLE DR

(Street)

NEW ORLEANS LA 70114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fifth District Bancorp, Inc. [ FDSB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/16/2025		A		11,118(1)	A	$0	21,118	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$13.94	09/16/2025		A		27,797(2)		09/16/2026	09/16/2035	Common Stock	27,797(2)	$0	27,797(2)	D

Explanation of Responses:

1. Shares of restricted stock vest at a rate of 20% per year commencing on September 16, 2026.

2. Stock Options vest at a rate of 20% per year commencing on September 16, 2026.

	/s/ Victor L. Cangelosi, pursuant to power of attorney	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Nolan David Charles report on the FDSB Form 4?

He reported acquisition of 11,118 restricted common shares and grant of 27,797 stock options (exercise price $13.94) on 09/16/2025.

How many shares does Nolan Charles beneficially own after the reported transaction?

He beneficially owns 21,118 common shares following the reported transaction.

When do the restricted shares and options vest for Nolan Charles?

Both the restricted shares and the options vest at 20% per year commencing on 09/16/2026.

What are the key terms of the stock options reported?

The options have an exercise price of $13.94, are exercisable beginning 09/16/2026, and expire on 09/16/2035.

What is Nolan Charles's role at Fifth District Bancorp (FDSB)?

The Form 4 identifies him as Chairman of the Board and a Director.