FS Bancorp CFO granted 1,955 restricted shares

FS Bancorp, Inc. (FSBW) Chief Financial Officer Phillip Dean Whittington reported equity compensation and related share withholding in company stock.

Rhea-AI Filing Summary

FS Bancorp, Inc. (FSBW) Chief Financial Officer Phillip Dean Whittington reported equity compensation and related share withholding in company stock. He received a grant of 1,955 shares of restricted stock under the FS Bancorp, Inc. 2026 Equity Incentive Plan, vesting in equal 25% installments each year beginning on August 15, 2027. On the same date, 403 shares of common stock were delivered or withheld at $43.48 per share for payment of exercise price or tax liability. The filing also shows 234 shares of common stock held indirectly through an ESOP.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Whittington Phillip Dean

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	1,955	--	--
Exercise Price or Tax Liability	Common Stock	403	$43.48	$18K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,307 shares (Direct); Common Stock — 234 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: 1,955 shares Shares withheld or delivered: 403 shares Price per share for code F shares: $43.48 per share +3 more

6 metrics

Restricted stock granted 1,955 shares Award to CFO on 2026-08-14 under FS Bancorp, Inc. 2026 Equity Incentive Plan

Shares withheld or delivered 403 shares Code F disposition for payment of exercise price or tax liability on 2026-08-14

Price per share for code F shares $43.48 per share Applied to 403-share payment-of-exercise-price-or-tax-liability transaction

Indirect ESOP holdings 234 shares Common stock held indirectly "By ESOP" after reported transactions

Annual vesting percentage 25% Restricted stock vests 25% per year beginning August 15, 2027

Vesting start date August 15, 2027 First vesting date for 1,955-share restricted stock award

Key Terms

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

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

"Represents award of restricted stock 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.

Payment of exercise price or tax liability financial

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

ESOP financial

"Common Stock held indirectly with nature of ownership noted as 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.

FAQ

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

What equity award did FSBW grant to its CFO Phillip Dean Whittington?

FSBW granted Phillip Dean Whittington 1,955 shares of restricted stock under the FS Bancorp, Inc. 2026 Equity Incentive Plan. The award vests in equal 25% installments per year, beginning on August 15, 2027, subject to the plan’s terms.

How do the CFO’s restricted stock awards at FSBW vest?

The CFO’s 1,955 restricted shares vest in equal 25% installments annually, starting on August 15, 2027. This four-year vesting schedule ties the award to continued service and long-term performance under the 2026 Equity Incentive Plan.

What does the 403-share transaction at $43.48 in FSBW stock represent?

The 403 shares of FSBW common stock at $43.48 per share were delivered or withheld to pay the exercise price or satisfy tax liability. This is coded as a Form 4 transaction “F,” indicating non-market disposition tied to compensation-related obligations.

Does the FSBW CFO hold any shares indirectly through an ESOP?

Yes. The filing reports the CFO has 234 shares of FSBW common stock held indirectly "By ESOP". This reflects ownership through an employee stock ownership plan, separate from directly held and awarded restricted shares.

Were the reported FSBW insider transactions made under a Rule 10b5-1 plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed for these transactions. The grant of restricted stock and the 403-share disposition for exercise price or tax liability are therefore not reported as executed under a pre-arranged 10b5-1 trading plan.

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

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Available on EDGAR 08/18/2026 - 02:20 PM Accepted by SEC EDGAR 08/18/2026 - 02:19 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^*

Whittington Phillip Dean

(Last) (First) (Middle)

6920 220TH STREET SW

(Street)

MOUNTLAKE TERRACE WASHINGTON 98043

(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 Financial Officer

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		1,955	A	(1)	7,034	D
Common Stock	08/14/2026		F		403	D	$43.48	6,631	D
Common Stock								676	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. 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/Phillip Whittington	08/17/2026
	** 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)