STOCK TITAN

FS Bancorp (NASDAQ: FSBW) authorizes share buyback through 2027

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FS Bancorp, Inc. (FSBW), the holding company for 1st Security Bank of Washington, announced that its Board of Directors authorized a share repurchase program of up to $5.0 million of its outstanding common stock. Repurchases may be made in the open market or through privately negotiated transactions.

The program will run for up to 12 months until August 24, 2027 and will begin no sooner than the second trading day after the public announcement. Repurchases will be executed at management’s discretion, subject to stock availability, market conditions, alternative uses of capital, and the Company’s financial performance, and may be suspended, terminated, or modified at any time. The authorization does not obligate the Company to repurchase a specific number of shares.

Positive

  • Authorized up to $5.0 million share repurchase, providing a mechanism for capital return and potential earnings-per-share support over a 12‑month period ending August 24, 2027.

Negative

  • None.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Share repurchase authorization $5.0 million Maximum aggregate amount of common stock to be repurchased under the program
Program duration end date August 24, 2027 Repurchase program may run over a 12‑month period until this date
Program commencement constraint No sooner than the second trading day Start timing after the public announcement of the repurchase program
Number of bank branches 33 Branches through which 1st Security Bank of Washington operates
Trading symbol FSBW Common stock listed on The NASDAQ Stock Market LLC
share repurchase program financial
"authorized a share repurchase program of up to $5.0 million in shares"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b5-1 regulatory
"pursuant to a trading plan adopted in accordance with Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
forward-looking statements regulatory
"are intended to identify “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
alternative uses for capital financial
"subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital"

FAQ

What share repurchase did FS Bancorp, Inc. (FSBW) authorize?

FS Bancorp’s Board authorized a share repurchase program of up to $5.0 million of its outstanding common stock. Repurchases may occur in open market or private transactions over a 12‑month period ending August 24, 2027, at management’s discretion.

How long will the FSBW share repurchase program be in effect?

The share repurchase program may be carried out over a 12‑month period and is expected to continue until August 24, 2027, though it may be suspended, terminated, or modified at any time.

When can FS Bancorp (FSBW) start repurchasing shares?

FS Bancorp states that the repurchase program will commence no sooner than the second trading day after the public announcement of the program, with timing and amount of repurchases determined by management.

Is FS Bancorp (FSBW) required to buy a set number of shares under this program?

No. FS Bancorp explains that the repurchase program does not obligate the Company to purchase any particular number of shares; activity will depend on market conditions, capital needs, and other factors.

How will FS Bancorp (FSBW) execute its share repurchases?

FS Bancorp may repurchase shares in open market or private transactions, or under a trading plan adopted under Rule 10b5-1. Open market purchases will follow the conditions of Rule 10b-18 and other applicable legal requirements.

What factors will influence FS Bancorp’s (FSBW) share repurchase activity?

FS Bancorp notes that repurchases will depend on the availability of stock, general market conditions, the trading price, alternative uses of capital, and the Company’s financial performance, among other factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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 24, 2026

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 Terrace, 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 $.01 per share
 
FSBW
 
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 8.01  Other Events

On August 24, 2026, FS Bancorp, Inc. (“Company”), the holding company for 1st Security Bank of Washington (“Bank”), announced that the Company’s Board of Directors authorized a share repurchase program of up to $5.0 million of the Company’s common stock. The repurchase program commences no sooner than the second trading day after the public announcement of this repurchase program. 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 August 24, 2026.
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: August 24, 2026 
FS BANCORP, INC. 
 
 
 
/s/Phillip Whittington                            
 
Phillip Whittington
Chief Financial Officer




Exhibit 99.1


FS Bancorp, Inc. Authorizes Share Repurchase Program

MOUNTLAKE TERRACE, WA – August 24, 2026 - FS Bancorp, Inc. (NASDAQ: FSBW) (“Company”), the holding company for 1st Security Bank of Washington (“Bank”) announced that its Board of Directors has authorized a share repurchase program of up to $5.0 million in shares of the Company’s outstanding common stock in the open market, in privately negotiated transactions from time to time over a 12-month period until August 24, 2027, at such prices as may be determined by the Company’s management. The repurchase program will commence no sooner than the second trading day after the public announcement of this repurchase program.
The repurchase program permits shares to be repurchased in open market or private transactions or pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission (“SEC”).
Repurchases will be made at management's discretion at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company's financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements.
The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares.

About FS Bancorp
FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon. It operates through 33 bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, the greater Portland metropolitan area and in Vancouver, Washington. Additionally, the Bank services home mortgage customers across the Northwest, focusing on markets in Washington State including the Puget Sound, Tri-Cities, and Vancouver. Following the acquisition of Pacific West Bank, the Bank expanded its presence in the greater Portland market through locations in West Linn, Lake Oswego, Portland, and Vancouver.
For more information visit 1st Security Bank’s website at www.fsbwa.com.

Forward-Looking Statements

When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning




of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels; labor shortages, the effects of inflation, recessionary pressures or slowing economic growth; changes in interest rates and the duration of such changes, including actions by the Federal Reserve, which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; the impact of inflation and monetary and fiscal policy responses thereto and their impact on consumer and business behavior; geopolitical developments and international conflicts including but not limited to tensions or instability in Eastern Europe, the Middle East, and Asia, or the imposition of new or increased tariffs and trade restrictions, which may disrupt financial markets, global supply chains, energy prices, or economic activity in specific industry sectors; the effects of a federal government shutdown, debt ceiling standoff, or other fiscal policy uncertainty; increased competitive pressures, including repricing and competitors' pricing initiatives, and their impact on our market position, loan, and deposit products; adverse changes in the securities markets, the Company’s ability to execute its plans to grow its residential construction lending, mortgage banking, and warehouse lending operations, and the geographic expansion of its indirect home improvement lending; challenges arising from expanding into new geographic markets, products, or services; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; volatility in the mortgage industry; fluctuations in deposits; liquidity issues, including our ability to borrow funds or raise additional capital, if necessary; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; the ability to adapt to rapid technological changes, including advancements in artificial intelligence, digital banking, and cybersecurity; legislation or regulatory changes, including but not limited to shifts in capital requirements, banking regulation, tax laws, or consumer protection laws; vulnerabilities  in information systems or third-party service providers, including disruptions, breaches, or attacks; environmental, social and governance goals; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, domestic political unrest and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with or furnished to the SEC which are available on its website at www.fsbwa.com and on the SEC's website at www.sec.gov.
 
Any of the forward-looking statements that the Company makes in this press release and in the other public statements are based upon management's beliefs and assumptions at the time they are made and may turn out to be incorrect because of the inaccurate assumptions the Company might make, because of the factors illustrated above or because of other factors that cannot be foreseen by the Company. Therefore, these factors should be considered in evaluating the forward‑looking statements, and undue reliance should not be placed on such statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. 



Filing Exhibits & Attachments

4 documents