FS Bancorp (FSBW) Form 4: CEO granted options and restricted stock on 08/15/2025

Rhea-AI Filing Summary

Joseph C. Adams, Director and CEO of FS Bancorp, Inc. (FSBW), reported equity awards and option grants on 08/15/2025. He was awarded 3,788 restricted shares under the 2018 Equity Incentive Plan, which vest 25% per year beginning 08/15/2026. He was also granted 21,572 stock options with an exercise price of $40.14 and an expiration date of 08/15/2035; these options vest 25% per year beginning 08/15/2026. Additionally, a separate transaction shows 3,317 shares disposed at $40.14, and beneficial ownership following the transactions is reported as 138,592 shares (direct) and 17,818 shares

Positive

• Alignment with long‑term incentives: Awards vest over four years, tying compensation to future performance.
• Transparent pricing: Options set at a $40.14 exercise price consistent with the reported transaction price.

Negative

• Potential dilution: Grants total 25,360 shares/equivalents (restricted shares plus options underlying 21,572 shares) which will dilute if vested and exercised.
• Sale of shares: Director sold 3,317 shares, reducing direct holdings though beneficial ownership remains substantial.

Insights

Corporate Governance Expert

TL;DR: CEO received time‑vested restricted stock and options; transaction is routine for executive compensation.

The filing documents routine equity compensation for the CEO/Director under the company's 2018 Equity Incentive Plan: restricted shares and long‑dated options that vest over four years starting 08/15/2026. The awards align executive pay with long‑term shareholder value by tying realized gains to future share performance and continued service. The filing also discloses a contemporaneous sale of 3,317 shares at $40.14, reducing direct holdings modestly while leaving substantial reported beneficial ownership. No change to control arrangements or accelerated vesting is indicated in the form.

Compensation Analyst

TL;DR: Equity grants are significant in size but structured with standard four‑year vesting and a market exercise price.

The CEO was granted 21,572 options exercisable at $40.14 that expire in 2035 and 3,788 restricted shares, both vesting 25% annually beginning 08/15/2026. The option exercise price equals the reported sale price per share in the Form 4, indicating grants were priced at market on the transaction date. Vesting and ten‑year option term are typical for long‑term incentives; the grants will dilute existing shareholders only as they vest/exercise. The sale of 3,317 shares at $40.14 slightly offsets direct holdings but does not materially change reported beneficial ownership totals.

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
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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^*

Adams Joseph C.

(Last) (First) (Middle)

C/O FS BANCORP, INC.

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director/CEO

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		3,788	A	(1)	138,592	D
Common Stock	08/15/2025		F		3,317	D	$40.14	135,275	D
Common Stock								1,625	D
Common Stock								17,818	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		21,572		(2)	08/15/2035	Common Stock	21,572	$0	107,332	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/Joseph C. Adams	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.
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FAQ

What did FS Bancorp CEO Joseph C. Adams receive on 08/15/2025?

He received 3,788 restricted shares and 21,572 stock options exercisable at $40.14 with an expiration date of 08/15/2035.

When do the restricted shares and options vest?

Both the restricted shares and options vest in equal installments of 25% per year beginning on 08/15/2026.

How many shares did Joseph C. Adams own after these transactions?

The filing reports 138,592 shares beneficially owned directly and 17,818 indirectly via an ESOP after the transactions.

Did the reporting person sell any shares?

Yes, the Form 4 shows a disposition of 3,317 shares at a price of $40.14.

What is the term of the stock options granted?

The options expire on 08/15/2035, giving a 10‑year term from the grant date.