FSBW Form 4: Officer reports employee-plan purchases and 14,884-share disposition

Rhea-AI Filing Summary

FS Bancorp (FSBW) reporting person Kelli Nielsen, identified as an officer (EVP, CRB Officer), disclosed transactions dated 08/06/2025. The filing documents purchases made under the issuer's Nonqualified 2022 Stock Purchase Plan that include a 25% match. The form also records a disposition of 14,884 common shares and shows 2,681 shares beneficially owned indirectly through an ESOP. No derivative transactions are listed. The Form 4 is signed and dated 08/07/2025, and the explanation section attributes the purchased shares to the employee stock purchase plan match.

Positive

• Participation in the Nonqualified 2022 Stock Purchase Plan with an explicit 25% employer match
• Form 4 filed and signed (signed 08/07/2025), indicating compliance with Section 16 reporting

Negative

• Disposition of 14,884 common shares is reported in Table I
• Limited transactional context: the filing does not provide detailed pricing or broader timing context for the sale beyond the transaction date

Insights

Financial Analyst

TL;DR: Officer activity shows employee-plan purchases with a 25% match and a concurrent disposal of 14,884 shares; impact appears neutral without more context.

The filing documents routine employee-plan activity: purchases under the Nonqualified 2022 Stock Purchase Plan plus a 25% employer match, and a recorded disposition of 14,884 shares. Table II shows no derivative activity. Absent price detail or broader trading context, these moves are factual disclosures rather than clear signals about company performance.

Corporate Governance Expert

TL;DR: Form 4 shows timely Section 16 reporting for officer transactions and specifies indirect ESOP ownership of 2,681 shares.

The report names Kelli Nielsen as an officer and indicates indirect ownership via an ESOP for 2,681 shares. The filing includes an explanatory note that purchases were under the issuer's employee stock purchase plan with a 25% match. The form is signed 08/07/2025, consistent with required insider disclosure procedures.

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CRB Officer, EVP

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		J(1)		19	A	$39.2	71	D
Common Stock								14,884	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. These shares were pu1chased under the Issuer's Nonqualified 2022 Stock Purchase Plan and includes a 25% match.

	/s/Kelli Nielsen	08/07/2025
	** 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 Kelli Nielsen report on the FSBW Form 4?

The Form 4 reports purchases under the Nonqualified 2022 Stock Purchase Plan (including a 25% match), a disposition of 14,884 common shares, and 2,681 shares held indirectly via an ESOP.

When were the reported transactions executed and when was the Form 4 signed?

The earliest transaction date listed is 08/06/2025, and the Form 4 is signed and dated 08/07/2025.

How many shares does the filing show as indirectly owned through an ESOP?

The filing shows 2,681 shares beneficially owned indirectly by ESOP.

How many shares were disposed of according to the filing?

The filing records a disposition of 14,884 common shares in Table I.

Was any derivative (options, warrants, etc.) activity reported in this Form 4 for FSBW?

No derivative securities activity is listed in Table II of the filing; only non-derivative common stock activity is reported.

What explanation does the filer give for the purchased shares?

The filer states the shares were purchased under the Issuer's Nonqualified 2022 Stock Purchase Plan and that the purchase includes a 25% match.