FS Bancorp awards 3,046 restricted shares to EVP

FS Bancorp, Inc. (FSBW) reported equity compensation and a related share withholding for Chief Retail Banking EVP Kelli Nielsen.

Rhea-AI Filing Summary

FS Bancorp, Inc. (FSBW) reported equity compensation and a related share withholding for Chief Retail Banking EVP Kelli Nielsen. On 2026-08-14, Nielsen received a grant of 3,046 shares of restricted common stock under the FS Bancorp, Inc. 2026 Equity Incentive Plan, vesting in equal 25% installments annually beginning August 15, 2027. On the same date, 785 shares of common stock were delivered or withheld at $43.48 per share to satisfy an exercise price or tax liability. A separate holding entry shows 2,681 shares of common stock held indirectly through an ESOP.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Nielsen Kelli

Role Chief Retail Banking, EVP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	3,046	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	785	$43.48	$34K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 18,428 shares (Direct); Common Stock — 2,681 shares (Indirect, By ESOP)

Footnotes (1)

1. F1. Represents award of restricted stock pursuant to the FS Bancorp, Inc. 2026 Equity Incentive Plan. Vests in equal installments of 25% per year beginning on August 15, 2027.

Key Figures

Restricted stock granted: 3,046 shares Vesting rate: 25% per year Shares withheld or delivered: 785 shares +2 more

5 metrics

Restricted stock granted 3,046 shares Award of restricted common stock on 2026-08-14 under the 2026 Equity Incentive Plan

Vesting rate 25% per year Restricted stock vests in equal annual installments beginning August 15, 2027

Shares withheld or delivered 785 shares Shares used for payment of exercise price or tax liability on 2026-08-14

Price per share for withholding $43.48 per share Per-share value for the 785-share exercise price or tax liability transaction

Indirect ESOP holdings 2,681 shares Common stock held indirectly with nature of ownership described as By ESOP

Key Terms

restricted stock, Equity Incentive Plan, ESOP, Payment of exercise price or tax liability

4 terms

restricted stock financial

"Represents award of restricted stock pursuant to the FS Bancorp, Inc. 2026 Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Equity Incentive Plan financial

"pursuant to the FS Bancorp, Inc. 2026 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

ESOP financial

"nature_of_ownership: "By ESOP""

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Payment of exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did FSBW grant to Kelli Nielsen on August 14, 2026?

FS Bancorp, Inc. granted Kelli Nielsen 3,046 shares of restricted common stock on August 14, 2026 under its 2026 Equity Incentive Plan. The award vests 25% per year starting August 15, 2027, creating a four-year vesting schedule.

How do the restricted stock awards for FSBW’s Kelli Nielsen vest?

Kelli Nielsen’s 3,046 restricted shares vest in equal installments of 25% per year, beginning on August 15, 2027. This structure spreads vesting over four years, aligning compensation with continued service and long-term performance.

What does the 785-share Form 4 transaction for FSBW represent?

The Form 4 shows 785 shares of FS Bancorp common stock delivered or withheld at $43.48 per share on August 14, 2026. These shares were used for payment of an exercise price or tax liability, not an open-market sale.

Does Kelli Nielsen hold FS Bancorp (FSBW) shares indirectly through an ESOP?

Yes. The Form 4 lists 2,681 shares of FS Bancorp common stock held indirectly with the ownership nature described as “By ESOP.” This indicates participation in an employee stock ownership plan rather than directly registered holdings.

Was the FS Bancorp Form 4 filed under a Rule 10b5-1 trading plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed for these transactions. That means the reported equity award and share withholding are not identified as occurring under a pre-established 10b5-1 trading plan in this Form 4.

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

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Available on EDGAR 08/18/2026 - 12:32 PM Accepted by SEC EDGAR 08/18/2026 - 12:31 PM Learn about SEC filing dates

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^*

Nielsen Kelli

(Last) (First) (Middle)

C/O SOUND FINANCIAL BANCORP, INC.

2005 FIFTH AVENUE, 2ND FLOOR

(Street)

SEATTLE WASHINGTON 98121

(City) (State) (Zip)

UNITED STATES

(Country)

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 Retail Banking, EVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/14/2026		A		3,046	A	$0(1)	19,069	D
Common Stock	08/14/2026		F		785	D	$43.48	18,284	D
Common Stock								144	D
Common Stock								2,681	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. Represents award of restricted stock pursuant to the FS Bancorp, Inc. 2026 Equity Incentive Plan. Vests in equal installments of 25% per year beginning on August 15, 2027.

	/s/ Kelli Nielsen	08/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)