FS Bancorp (NASDAQ: FSBW) corrects Q1 10-Q cover share count only

Rhea-AI Filing Summary

FS Bancorp, Inc. filed an amended quarterly report to correct a typographical error in the number of common shares shown on the cover page. The corrected figure is 7,414,542 shares outstanding as of May 5, 2026. No other part of the original Form 10‑Q was changed or updated by this amendment.

Key Figures

Shares outstanding: 7,414,542 shares Subordinated notes coupon: 3.75% Quarter covered: Quarter ended March 31, 2026

3 metrics

Shares outstanding 7,414,542 shares Common stock outstanding as of May 5, 2026

Subordinated notes coupon 3.75% Fixed-to-Floating Rate Subordinated Notes due 2031

Quarter covered Quarter ended March 31, 2026 Underlying period for the Form 10-Q and this amendment

Key Terms

Form 10-Q/A, Inline Extensible Business Reporting Language (IXBRL), Fixed-to-Floating Rate Subordinated Notes, Section 302 of the Sarbanes-Oxley Act of 2002, +1 more

5 terms

Form 10-Q/A regulatory

"FORM 10-Q/A Amendment No. 1 (Mark One) QUARTERLY REPORT"

A Form 10-Q/A is an updated version of a company's quarterly financial report that was previously filed. It provides corrected or additional information about the company's financial performance and condition. Investors pay attention to it because it can change their understanding of the company's health and influence their decisions.

Inline Extensible Business Reporting Language (IXBRL) technical

"materials from the Company’s Quarterly Report on Form 10‑Q ... formatted in Inline Extensible Business Reporting Language (IXBRL)"

Fixed-to-Floating Rate Subordinated Notes financial

"Forms of 3.75 Fixed-to-Floating Rate Subordinated Notes due 2031"

A fixed-to-floating rate subordinated note is a debt security that pays a set interest rate for an initial period and then switches to a variable rate tied to a market benchmark; it ranks below senior debt for repayment if the issuer has financial trouble. Investors care because it offers higher initial yield than senior bonds but carries greater credit and repayment risk and exposes holders to changing interest costs after the switch, like moving from a steady paycheck to one that fluctuates with the economy.

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Change of Control Agreement financial

"Form of Change of Control Agreement between 1st Security Bank of Washington and Matthew D. Mullet"

10-Q Quarterly Reports: What Changes Quarter to Quarter →

Q1 2026 --12-31 true 0001530249 771-5299 FS BANCORP, INC. 00015302492026-01-012026-03-31 thunderdome:item xbrli:shares 00015302492026-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026        

or

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number: 001-35589

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Washington		45-4585178
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6920 220th Street SW, Mountlake Terrace, Washington  98043

(Address of principal executive offices; Zip Code)

(425) 771‑5299

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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 $.01 per share	FSBW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒          No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒          No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).    Yes ☐          No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 5, 2026, there were 7,414,542 outstanding shares of the registrant’s common stock.

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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q is to correct a typographical error on the front cover page of the filing, regarding the number of shares of our common stock outstanding as of May 5, 2026. 

No other changes have been made to the Form 10-Q.  This Form 10-Q/A speaks as of the original filing date and time of the Form 10-Q, and does not modify or update any other disclosures made in Form 10-Q.

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Item 6.   Exhibits

2.1		Definitive Agreement, dated February 25, 2026, by and between FS Bancorp, Inc and Pacific West Bancorp (1)
3.1		Articles of Incorporation of FS Bancorp, Inc. (2)
3.2		Bylaws of FS Bancorp, Inc. (3)
4.1		Form of Common Stock Certificate of FS Bancorp, Inc. (2)
4.2		Indenture dated February 10, 2021, by and between FS Bancorp, Inc. and U.S. Bank National Association, as trustee (4)
4.3		Forms of 3.75 Fixed-to-Floating Rate Subordinated Notes due 2031 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.2 hereto (4)
10.1		Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (2)
10.2		Form of Change of Control Agreement between 1st Security Bank of Washington and Matthew D. Mullet (2)
10.3		Form of change of control agreement with Donn C. Costa, Dennis O’Leary, Erin Burr, Victoria Jarman, Kelli Nielsen, and May-Ling Sowell (5)
10.4		FS Bancorp, Inc. 2018 Equity Incentive Plan (6)
10.5		Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan (6)
10.6		Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan (6)
10.7		Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan (6)
10.8		FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan (7)
10.9		Form of Enrollment/Change Form under the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan (7)
10.10		Form of Change of Control Agreement with Shana Allen, and Benjamin Crowl (8)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2026 formatted in Inline Extensible Business Reporting Language (IXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income (Loss); (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
(1)		Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 25, 2026 (File No. 001-355589).
(2)		Filed as an exhibit to the Registrant’s Registration Statement on Form S‑1 (333‑177125) filed on October 3, 2011, and incorporated by reference.
(3)		Filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed on July 10, 2013 (File No. 001‑355589).
(4)		Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 11, 2021 (File No. 001-35589).
(5)		Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 1, 2016 (File No. 001‑35589).
(6)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-22513) filed on May 23, 2018.
(7)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-265729) filed on June 21, 2022.
(8)		Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 2, 2024 (File No. 001-35589).

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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 thereunto duly authorized.

	FS BANCORP, INC.
Date: May 12, 2026	By:	/s/Joseph C. Adams
		Joseph C. Adams
		Chief Executive Officer
		(Duly Authorized Officer)
Date: May 12, 2026	By:	/s/Phillip D. Whittington
		Phillip D. Whittington
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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FAQ

What does FS Bancorp (FSBW) change in this Form 10-Q/A?

The amendment only corrects a typographical error in the common share count on the report’s cover page. All other disclosures in the original Form 10‑Q for the quarter ended March 31, 2026 remain unchanged and are not updated by this filing.

What is the corrected FS Bancorp (FSBW) share count as of May 5, 2026?

The corrected number of FS Bancorp common shares outstanding is 7,414,542 as of May 5, 2026. This figure appears on the cover page and replaces an incorrect share count previously shown in the original quarterly report.

Does this FS Bancorp 10-Q/A amendment affect financial results for March 31, 2026?

No, the amendment does not change the financial statements or results for the quarter ended March 31, 2026. It strictly fixes the share count disclosure on the cover page, leaving all other financial and narrative information intact.

Are there any new agreements or transactions disclosed in this FS Bancorp 10-Q/A?

The amendment itself does not introduce new agreements or transactions. It lists existing exhibits, including a February 25, 2026 definitive agreement with Pacific West Bancorp, which was previously filed and is incorporated here by reference only.

What key exhibits are referenced in FS Bancorp’s amended Q1 2026 report?

Referenced exhibits include FS Bancorp’s articles of incorporation, bylaws, various equity incentive and stock purchase plans, subordinated notes due 2031, Sarbanes‑Oxley officer certifications, and Inline XBRL files containing the full Q1 2026 financial statements and related notes.