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

Rhea-AI Filing Summary

FS Bancorp, Inc. (NASDAQ: FSBW) disclosed on July 9, 2025, via Form 8-K that its Board of Directors has authorized a new share-repurchase program of up to $5.0 million.

The authorization becomes effective no sooner than the third trading day following this public announcement and is in addition to approximately $0.4 million still available under the company’s prior plan announced on April 4, 2025. Repurchases may be executed in open-market or privately negotiated transactions, subject to market conditions and regulatory considerations.

Key take-aways:

• The new authorization represents an incremental return of capital and signals management’s confidence in FSBW’s valuation.
• Total remaining capacity across both programs is roughly $5.4 million.
• No changes to earnings guidance or major strategic initiatives were disclosed in this filing.

Investors should monitor execution pace, average repurchase price, and potential impacts on capital ratios—particularly important for regional banks operating in a higher-rate environment.

Positive

• $5.0 million new share-repurchase authorization signals confidence and provides a potential EPS boost.
• Total buyback capacity rises to ~$5.4 million, supporting share price and capital return strategy.

Negative

• Reduced capital reserves could limit flexibility in a stricter regulatory environment for regional banks.

Insights

Financial Analyst

TL;DR: $5 m buyback boosts shareholder return, modestly positive given small-cap bank size.

The additional $5 million authorization equates to roughly 2–3% of FSBW’s recent market capitalisation (≈$200–$250 million range), providing an earnings-per-share tailwind and signalling management’s view that shares are undervalued. While buybacks improve capital efficiency, they reduce on-balance-sheet liquidity—something to track amid tightening regulatory scrutiny of regional banks. With only $0.4 million left on the April program, the new capacity ensures continuity. Overall impact is incrementally accretive but not transformational.

Portfolio Manager

TL;DR: Capital return continues; watch execution pace vs. capital ratios.

The announcement is shareholder-friendly and should provide technical support to the stock, particularly given FSBW’s limited float. However, the bank must balance repurchases with loan growth funding and regulatory capital thresholds. Execution timing—starting after the third trading day—gives flexibility to take advantage of price weakness. I view this as modestly impactful for near-term share price momentum, but long-term value hinges on core deposit stability and asset-quality trends, neither addressed here.

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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): July 9, 2025

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Washington	001-35589	45-4585178
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6920 220th Street SW Mountlake Terrance, Washington	98043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (425) 771-5299

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		FSBW		NASDAQ

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 8.01  Other Events

On July 9, 2025, FS Bancorp, Inc. (“Company”), the holding company for 1st Security Bank of Washington (“Bank”), announced that the Company’s Board of Directors authorized an additional share repurchase program of up to $5.0 million of the Company’s common stock. The repurchase program commences no sooner than the third trading day after the public announcement of this repurchase program. In addition, there is approximately $400,000 remaining for repurchase under the repurchase plan that was announced on April 4, 2025.  A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1                Press Release of FS Bancorp, Inc. dated July 9, 2025.

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

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: July 9, 2025	FS BANCORP, INC.
	/s/ Phillip Whittington
	Phillip Whittington Chief Financial Officer

FAQ

What did FS Bancorp (FSBW) announce on July 9, 2025?

The Board authorized a new $5.0 million share-repurchase program.

How much remains under FS Bancorp’s previous April 2025 buyback plan?

Approximately $400,000 is still available for repurchase.

When can the new FSBW repurchase program begin?

No sooner than the third trading day after the July 9, 2025 announcement.

What stock exchange lists FS Bancorp common shares?

FSBW trades on the NASDAQ.

Does the 8-K include any earnings or guidance updates?

No, the filing only covers the share-repurchase authorization.