FS Bancorp (FSBW) CFO Equity Award and Small Share Sale on Aug 15, 2025

Rhea-AI Filing Summary

Phillip Dean Whittington, Chief Financial Officer and director of FS Bancorp, Inc. (FSBW), reported multiple Section 16 transactions dated 08/15/2025. He received an award of 2,000 restricted shares under the 2018 Equity Incentive Plan that vest 25% per year beginning August 15, 2026, increasing his direct holdings to 5,396 shares. He sold 317 shares at $40.14, reducing direct holdings to 5,079 shares. He was also granted 4,000 stock options with a $40.14 exercise price that vest 25% per year beginning August 15, 2026 and expire August 15, 2035, bringing total beneficially owned shares related to options to 9,600 (direct).

Positive

• Transparent disclosure of restricted stock award and option grant with stated vesting schedule
• Vesting tied to multi-year schedule (25% per year), which aligns management incentives with long-term performance
• Form 4 properly signed and shows both direct and indirect holdings, including ESOP disclosure

Negative

• Insider sale of 317 shares at $40.14 slightly reduces direct holdings (to 5,079), which may prompt investor questions about timing
• Limited context on total outstanding company shares or percentage ownership, so materiality relative to company size is unclear

Insights

Financial Analyst

TL;DR: Insider received equity compensation and sold a small number of shares; grants vest over four years.

The form shows a routine insider compensation event: an award of 2,000 restricted shares and a grant of 4,000 options at a $40.14 strike, both with standard four-year annual vesting starting August 15, 2026. The sale of 317 shares at $40.14 appears modest relative to the grant sizes and the holdings reported. These transactions are consistent with compensation and liquidity needs rather than a material change in ownership.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; vesting schedule and option expiry are clearly stated.

The Form 4 is properly signed and discloses direct and indirect holdings, an ESOP interest, and explicit vesting terms for both restricted stock and options. The presence of a sale, grants, and the ESOP interest are material to governance transparency but do not indicate any governance anomaly. Timing and quantities are documented for investor review.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/15/2025

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	08/15/2025		A		2,000	A	(1)	5,396	D
Common Stock	08/15/2025		F		317	D	$40.14	5,079	D
Common Stock								312	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
Stock Options (Right to Buy)	$40.14	08/15/2025		A		4,000		(2)	08/15/2035	Common Stock	4,000	$0	9,600	D

Explanation of Responses:

1. Represents award of restricted stock pursuant to the FS Bancorp, Inc. 2018 Equity Incentive Plan. Vests in equal installments of 25% per year beginning on August 15, 2026.

2. Stock Options awarded pursuant to the FS Bancorp, Inc. 2018 Equity Incentive Plan. Vests in equal installments of 25% per year beginning on August 15, 2026.

	/s/Phillip Whittington	08/18/2025
	** 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 transactions did Phillip Whittington report for FSBW on 08/15/2025?

He was awarded 2,000 restricted shares, sold 317 shares at $40.14, and received a grant of 4,000 stock options with a $40.14 exercise price.

What are the vesting terms for the restricted shares and options?

Both the restricted shares and the options vest in equal 25% annual installments beginning August 15, 2026.

What is the exercise price and expiration for the stock options reported?

The options have an exercise price of $40.14 and an expiration date of August 15, 2035.

How many shares does Whittington beneficially own after these transactions?

The Form 4 reports 5,079 direct shares after the sale, and option-related holdings bringing the related beneficial total to 9,600 (direct position shown).

Was the Form 4 properly executed and filed?

Yes. The Form 4 is signed by Phillip Whittington and dated 08/18/2025 on the filing.