FS Bancorp (FSBW) CFO adds shares in 2022 stock purchase plan

Rhea-AI Filing Summary

FS Bancorp, Inc. Chief Financial Officer Phillip Dean Whittington acquired additional company stock through an employee stock purchase arrangement. On February 6, 2026, he obtained 89 shares of common stock at $42.28 per share, recorded under transaction code J.

According to the footnote, these shares were purchased under the issuer's Nonqualified 2022 Stock Purchase Plan and include a 25% company match. Following the reported activity, he held 500 shares directly from this line item, other direct holdings of 5,079 shares, and 234 shares held indirectly through an ESOP.

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

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Whittington Phillip Dean

(Last) (First) (Middle)

6920 220TH STREET SW

(Street)

MOUNTLAKE TERRACE WA 98043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FS Bancorp, Inc. [ FSBW ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		J(1)		89	A	$42.28	500	D
Common Stock								5,079	D
Common Stock								234	I	By ESOP

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

Explanation of Responses:

1. These shares were purchased under the Issuer's Nonqualified 2022 Stock Purchase Plan and includes a 25% match.

	/s/Phillip Whittington	02/09/2026
	** 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 insider transaction did FS Bancorp (FSBW) report for its CFO?

FS Bancorp reported that its CFO, Phillip Dean Whittington, acquired 89 shares of common stock. The shares were obtained on February 6, 2026 at $42.28 per share through a company stock purchase plan that includes a 25% match.

At what price did the FS Bancorp CFO acquire new FSBW shares?

The CFO acquired 89 FS Bancorp common shares at $42.28 per share. This purchase occurred on February 6, 2026 and was reported with transaction code J, reflecting acquisition through the issuer's Nonqualified 2022 Stock Purchase Plan with a 25% match.

How many FS Bancorp shares does the CFO hold after this transaction?

After the reported activity, the CFO held several blocks of FS Bancorp stock. The filing shows 500 shares from the reported line item, additional direct holdings of 5,079 shares, and 234 shares held indirectly through an ESOP, all in FS Bancorp common stock.

What is the FS Bancorp Nonqualified 2022 Stock Purchase Plan mentioned in the filing?

The Nonqualified 2022 Stock Purchase Plan is the program under which the CFO bought 89 shares. The filing explains these shares were purchased under this plan and that the purchase includes a 25% match provided by the issuer.

How are the ESOP shares reported for FS Bancorp’s CFO in this Form 4?

The filing lists 234 FS Bancorp common shares as indirectly owned by the CFO through an ESOP. These ESOP shares are shown separately from his directly held positions and are classified as indirect ownership with the notation "By ESOP."

What does transaction code J mean in the FS Bancorp CFO’s Form 4?

Transaction code J in this context reflects an acquisition categorized as "other" under SEC rules. The accompanying footnote clarifies that the 89 shares were obtained through FS Bancorp’s Nonqualified 2022 Stock Purchase Plan, which includes a 25% matching component.