FS Bancorp (NASDAQ: FSBW) to buy Pacific West in $34.6M bank deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
FS Bancorp, Inc. is acquiring Pacific West Bancorp in a stock-and-cash merger valued at about $34.6 million. Pacific West shareholders will receive a mix of 430,176 FS Bancorp shares and $16,832,742 in cash, equal to roughly $12.52 per Pacific West share based on FS Bancorp’s February 25, 2026 share price of $41.26.
After closing, Pacific West investors are expected to own about 5.4% of FS Bancorp’s outstanding common stock. On a pro forma basis as of December 31, 2025, the combined bank would have about $3.6 billion in assets, $3.0 billion in loans, $3.0 billion in deposits, and 31 branches across the Pacific Northwest.
The deal is projected to be immediately accretive to FS Bancorp’s earnings per share, with estimated 2027 EPS accretion of 7.4%, and to reduce tangible book value by 2.2% at closing, with a projected earnback period of about 2.4 years. Boards of both companies unanimously approved the transaction, which is expected to close in the third quarter of 2026, subject to bank regulatory approvals and approval by Pacific West shareholders.
Positive
- EPS-accretive, strategically sized acquisition: FS Bancorp’s purchase of Pacific West Bancorp, a roughly $34.6 million deal adding about $386 million in assets, is projected to increase 2027 earnings per share by 7.4% while limiting tangible book value dilution to 2.2% with an expected 2.4-year earnback.
Negative
- None.
Insights
FS Bancorp is pursuing a moderately sized, EPS-accretive bank acquisition with manageable tangible book dilution.
FS Bancorp plans to acquire Pacific West Bancorp in a stock-and-cash deal valued at about
On a pro forma basis, the combined company would have about
Key uncertainties are explicitly acknowledged: the merger requires bank regulatory approvals and approval by Pacific West shareholders, and integration risks include achieving cost savings and retaining personnel. The closing is targeted for the
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): February 25, 2026
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (425 ) 771-5299
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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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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 February 25, 2026, FS Bancorp, Inc., (“FS Bancorp”) entered into a definitive agreement (the “Agreement”) with Pacific West Bancorp,
an Oregon corporation (“Pacific West”), pursuant to which Pacific West will be merged with and into FS Bancorp (the “Merger”), and immediately thereafter Pacific West’s bank subsidiary, Pacific West Bank, will be merged with and into the FS Bancorp’s
subsidiary bank, 1st Security Bank of Washington.
Under terms of the Agreement, the aggregate consideration will consist of 430,176 shares of FS Bancorp common stock and $16,832,742 in
cash. Pacific West shareholders will have the right to elect shares of FS Bancorp common stock or cash, subject to proration as provided in the Agreement. Based on the closing price of FS Bancorp common stock of $41.26 on February 25, 2026, the
consideration value for Pacific West was $34.6 million, or approximately $12.52 per share. Upon completion of the merger, Pacific West shareholders would hold, in aggregate, approximately 5.4% of FS Bancorp’s outstanding common stock.
The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the Agreement
by the shareholders of Pacific West, and is expected to be completed in the third quarter of 2026.
Forward-Looking Statements
This press release contains forward-looking statements regarding FS Bancorp, Pacific West, the proposed merger and the combined company
after the close of the transaction that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are
forward-looking statements. These statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of FS Bancorp, Pacific West and the combined company. We caution readers
that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by FS Bancorp and
Pacific West with the Securities and Exchange Commission (the "SEC"), risks and uncertainties for each institution and the combined institution include, but are not limited to, the following factors: the expected cost savings, synergies and other
financial benefits from the merger might not be realized within the expected time frames or at all; governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of
the merger; conditions to the closing of the merger may not be satisfied; the shareholders of Pacific West may fail to approve the consummation of the merger; the integration of the combined company, including personnel changes/retention, might not
proceed as planned; and the combined company might not perform as well as expected. All forward-looking statements included in this communication are based on information available at the time of the communication. FS Bancorp and Pacific West
undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect new information, future events or circumstances or otherwise that occur after the date on which such statements were made.
Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Additional Information
FS Bancorp will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration
statement will include a proxy statement of Pacific West that also constitutes a prospectus of FS Bancorp, which will be sent to the shareholders of Pacific West. Pacific West
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shareholders are advised to read the proxy statement/prospectus when it becomes available because it will contain important information
about FS Bancorp, Pacific West and the proposed transaction. When filed, this document and other documents relating to the merger filed by FS Bancorp can be obtained free of charge from the SEC’s website at www.sec.gov. These documents also can be
obtained free of charge by accessing FS Bancorp’s website at www.fsbwa.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents, when available, can be obtained free of charge from FS Bancorp upon written
request to FS Bancorp, Inc., Attn: Investor Relations, 6920 220th Street SW, Mountlake Terrace, Washington 98043 or by calling (425) 771-5299.
Participants In This Transaction
FS Bancorp, Pacific West and certain of their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from Pacific West shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of FS Bancorp may be found in the definitive proxy statement of FS
Bancorp filed with the SEC by FS Bancorp on April 7, 2025. This definitive proxy statement can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of Pacific West will be included in the
proxy statement/prospectus when filed with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Joint Press
Release dated February 25, 2026
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99.2
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Investor
Presentation Material
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
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Date: February 26, 2026
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FS BANCORP, INC.
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/s/ Phil Whittington
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Phil Whittington
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Chief Financial Officer
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Exhibit 99.1
FS Bancorp, Inc. and Pacific West Bancorp to Merge
MOUNTLAKE TERRACE, Wash., Feb. 25, 2026 (GLOBE NEWSWIRE) -- FS Bancorp, Inc. (“FS Bancorp”) (NASDAQ: FSBW) and Pacific West Bancorp
(“Pacific West”) (OTCPK: PWBK) announced today the signing of a definitive merger agreement and plan of merger (the “Agreement”) whereby Pacific West will merge into FS Bancorp in a stock and cash transaction valued at approximately $34.6 million. As
of December 31, 2025, on a pro forma consolidated basis, the combined company would have approximately $3.6 billion in assets, $3.0 billion in loans, $3.0 billion in deposits, and 31 branch locations throughout the Pacific Northwest.
Pacific West, headquartered in West Linn, Oregon, is the holding company for Pacific West Bank, with approximately $386 million in
assets as of December 31, 2025. Pacific West Bank primarily serves the Greater Portland metropolitan area with four branch locations in Portland, Vancouver, West Linn, and Lake Oswego.
Matthew Mullet, President of FS Bancorp and Chief Executive Officer of 1st Security Bank of Washington, commented, “This partnership
with Pacific West represents a compelling step forward in our continued expansion across the Pacific Northwest. Pacific West has built a customer focused commercial banking franchise with deep roots in the Portland-Vancouver metro area. Combining our
organizations brings together complementary strengths that enhance our ability to serve our customers and communities.”
Jason Wessling, President and Chief Executive Officer of Pacific West, stated, “We are excited to join FS Bancorp, a company that
shares our commitment to relationship banking and community engagement. This merger provides Pacific West with access to broader capital resources, enhanced technology, and a wider suite of products and services that will benefit our customers,
employees, and the communities we serve.”
Under terms of the Agreement, the aggregate consideration will consist of 430,176 shares of FS Bancorp common stock and $16,832,742 in
cash. Pacific West shareholders will have the right to elect shares of FS Bancorp common stock or cash, subject to proration as provided in the Agreement. Based on the closing price of FS Bancorp common stock of $41.26 on February 25, 2026, the
consideration value for Pacific West was $34.6 million, or approximately $12.52 per share. Upon completion of the merger, Pacific West shareholders would hold, in aggregate, approximately 5.4% of FS Bancorp’s outstanding common stock.
The transaction is expected to be immediately accretive to FS Bancorp’s earnings per share, with projected 2027 EPS accretion of 7.4%,
and dilutive to FS Bancorp’s tangible book value with projected TBV dilution at close of 2.2% and an earnback period of approximately 2.4 years.
The boards of directors of FS Bancorp and Pacific West have unanimously approved the proposed merger. The closing is expected to occur
in the third quarter of 2026 and is subject to customary closing considerations, including obtaining approval by Pacific West’s shareholders and bank regulatory authorities.
D.A. Davidson & Co. served as financial advisor to FS Bancorp and Breyer & Associates PC served as legal counsel. Raymond
James & Associates, Inc. served as financial advisor to Pacific West and Buchalter APC served as legal counsel.
About FS Bancorp, Inc.
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 27 Bank branches, one headquarters office that provides loans and deposit services, and loan production offices
in various suburban communities. These offices are in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington.
About Pacific West Bancorp
Pacific West Bank was formed in 2004 by local businesspeople to deliver loan and deposit product solutions through experienced and
professional bankers to businesses, nonprofits, professionals, and individuals. The Bank serves the greater Portland-Vancouver Metro area with offices strategically located in Downtown Portland, Lake Oswego, West Linn, and Vancouver, WA.
Forward-Looking Statements
This press release contains forward-looking statements regarding FS Bancorp, Pacific West, the proposed merger and the combined
company after the close of the transaction that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact
are forward-looking statements. These statements involve inherent risks, uncertainties and contingencies, many of which are difficult to predict and are generally beyond the control of FS Bancorp, Pacific West and the combined company. We caution
readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. In addition to factors previously disclosed in reports filed by FS
Bancorp and Pacific West with the Securities and Exchange Commission (the "SEC"), risks and uncertainties for each institution and the combined institution include, but are not limited to, the following factors: the expected cost savings, synergies
and other financial benefits from the merger might not be realized within the expected time frames or at all; governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental
approvals of the merger; conditions to the closing of the merger may not be satisfied; the shareholders of Pacific West may fail to approve the consummation of the merger; the integration of the combined company, including personnel
changes/retention, might not proceed as planned; and the combined company might not perform as well as expected. All forward-looking statements included in this communication are based on information available at the time of the communication. FS
Bancorp and Pacific West undertake no obligation to revise or publicly release any revision or update to these forward-looking statements to reflect new information, future events or circumstances or otherwise that occur after the date on which such
statements were made. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.
Additional Information
FS Bancorp will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration
statement will include a proxy statement of Pacific West that also constitutes a prospectus of FS Bancorp, which will be sent to the shareholders of Pacific West. Pacific West shareholders are advised to read the proxy statement/prospectus when it
becomes available because it will contain important information about FS Bancorp, Pacific West and the proposed transaction. When filed, this document and other documents relating to the merger filed by FS Bancorp can be obtained free of charge from
the SEC’s website at www.sec.gov. These documents also can be obtained free of charge by accessing FS Bancorp’s website at www.fsbwa.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents, when available,
can be obtained free of charge from FS Bancorp upon written request to FS Bancorp, Inc., Attn: Investor Relations, 6920 220th Street SW, Mountlake Terrace, Washington 98043 or by calling (425) 771-5299.
Participants In This Transaction
FS Bancorp, Pacific West and certain of their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from Pacific West shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of FS Bancorp may be found in the definitive proxy statement of FS
Bancorp filed with the SEC by FS Bancorp on April 7, 2025. This definitive proxy statement can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of Pacific West will be included in the
proxy statement/prospectus when filed with the SEC. Additional information regarding the interests of these participants will also be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available.
Investor Contacts
FS Bancorp, Inc.
Phone: (425) 771-5299
Matthew D. Mullet, President of FS Bancorp and Chief Executive Officer of 1st Security Bank
Phillip D. Whittington, Chief Financial Officer of FS Bancorp
Pacific West Bancorp
Phone: (503) 912-2101
Jason Wessling, President and Chief Executive Officer
Exhibit 99.2
FAQ
What transaction did FS Bancorp (FSBW) announce with Pacific West Bancorp?
FS Bancorp agreed to acquire Pacific West Bancorp in a stock-and-cash merger valued at about $34.6 million. Pacific West will merge into FS Bancorp, and its bank subsidiary will merge into 1st Security Bank of Washington, expanding FS Bancorp’s presence in the Pacific Northwest.
How is the FS Bancorp (FSBW) and Pacific West merger consideration structured?
The deal consideration totals 430,176 FS Bancorp shares plus $16,832,742 in cash. Based on FS Bancorp’s $41.26 share price on February 25, 2026, this values Pacific West at about $34.6 million, or approximately $12.52 per Pacific West share, subject to shareholder elections and proration.
What ownership stake will Pacific West shareholders have in FS Bancorp (FSBW) after closing?
After completion of the merger, Pacific West shareholders are expected to own in aggregate about 5.4% of FS Bancorp’s outstanding common stock. This reflects the stock portion of the consideration and will give Pacific West investors an ongoing equity stake in the combined company.
How will the Pacific West acquisition affect FS Bancorp’s (FSBW) size and branch network?
On a pro forma basis as of December 31, 2025, the combined company would have about $3.6 billion in assets, $3.0 billion in loans, $3.0 billion in deposits, and 31 branches. This significantly strengthens FS Bancorp’s footprint in the Pacific Northwest, especially around the Portland–Vancouver metro area.
Is the FS Bancorp (FSBW) and Pacific West merger expected to be accretive to earnings?
Yes. FS Bancorp projects the transaction will be immediately accretive to earnings per share, with estimated 2027 EPS accretion of 7.4%. Tangible book value dilution at closing is projected at 2.2%, with an expected earnback period of approximately 2.4 years based on current assumptions.
When is the FS Bancorp (FSBW) and Pacific West merger expected to close, and what approvals are needed?
The merger is expected to close in the third quarter of 2026. Completion depends on customary conditions, including approvals from bank regulatory authorities and approval of the merger agreement by Pacific West shareholders, as well as successful satisfaction of other standard closing requirements.
Filing Exhibits & Attachments
5 documents
Fs Bancorp Inc
NASDAQ:FSBW
FSBW Rankings
FSBW Latest News
Feb 25, 2026
FS Bancorp, Inc. and Pacific West Bancorp to Merge
FSBW Latest SEC Filings
Feb 10, 2026
[Form 4] FS Bancorp, Inc. Insider Trading Activity
Feb 10, 2026
[Form 4] FS Bancorp, Inc. Insider Trading Activity
Feb 10, 2026
[Form 4] FS Bancorp, Inc. Insider Trading Activity
Feb 10, 2026
[Form 4] FS Bancorp, Inc. Insider Trading Activity
FSBW Stock Data
296.25M
6.35M
Banks - Regional
Savings Institutions, Not Federally Chartered
United States
MOUNTLAKE TERRACE