FS Bancorp Form 4: CEO Disposes Shares, Retains 97,775 Direct Holdings

Rhea-AI Filing Summary

Joseph C. Adams, Director and CEO of FS Bancorp, Inc. (FSBW), reported insider sales on 08/27/2025. The Form 4 shows Mr. Adams disposed of 14,646 shares of common stock in transactions at a weighted-average price of $41.83 per share. Following those reported sales, he beneficially owns 97,775 shares directly. The filing also reports an additional 1,625 shares disposed (direct) and 17,818 shares of indirect ownership held through an ESOP. The footnote clarifies the $41.83 figure is a weighted average from sales priced between $41.70 and $42.08, and Mr. Adams offers to provide a detailed breakdown on request.

Positive

• Transparent disclosure of weighted-average sale price and offer to provide per-transaction pricing details
• Material retained ownership: 97,775 shares directly and 17,818 shares indirectly via ESOP after reported transactions

Negative

• Insider disposals: At least 14,646 shares sold at a weighted-average price of $41.83, plus 1,625 shares disposed (direct), reducing the CEO's direct holdings
• Transaction concentration date: Multiple sales reported on 08/27/2025 which may warrant investor attention for timing and purpose

Insights

Corporate Governance Expert

TL;DR: CEO disclosed multiple share disposals but retains a substantial direct and indirect stake, with transparent pricing details.

The filing documents routine insider sales by the company's Director/CEO, with clear disclosure of volumes and a weighted-average sale price. The presence of direct ownership of 97,775 shares plus 17,818 shares indirectly via ESOP signals continued alignment with shareholder interests despite the disposals. The form includes the customary footnote explaining the weighted-average price range and a willingness to provide granular sale-price data, which supports transparency and regulatory compliance.

Securities/Fiduciary Analyst

TL;DR: Insider sales are material to monitor but the filing presents no indication of undisclosed related-party transactions or anomalies.

The Form 4 reports sales totaling at least 14,646 shares (explicitly priced) and an additional 1,625 shares disposed, with the priced transactions showing a weighted-average of $41.83. There is no information here about purpose of sales or any contemporaneous derivative activity. From a compliance and reporting perspective, the submission appears complete: signature present and a clarifying footnote on price ranges. Absent further context, the impact on control or governance appears limited.

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^*

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)
08/27/2025

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	08/27/2025		S		14,646	D	$41.83(1)	97,775	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

Explanation of Responses:

1. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.70 to $42.08 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commissions, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1).

	/s/Joseph C. Adams	08/29/2025
	** 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 did FS Bancorp (FSBW) insider Joseph C. Adams report on Form 4?

The filing reports that Joseph C. Adams, Director/CEO, sold 14,646 shares on 08/27/2025 at a weighted-average price of $41.83 and also shows disposal of 1,625 shares directly; he retains 97,775 direct and 17,818 indirect (ESOP) shares.

What price were the shares sold at according to the Form 4?

The Form 4 reports a weighted-average sale price of $41.83 per share for the priced transactions, with individual sale prices ranging from $41.70 to $42.08.

Does the Form 4 show any indirect ownership by the reporting person?

Yes. The filing discloses 17,818 shares held indirectly through an ESOP.

When were the transactions dated on the Form 4?

The reported transactions are dated 08/27/2025.

Is there a signature on the Form 4 and does the filer offer further details?

Yes. The Form 4 is signed by /s/ Joseph C. Adams dated 08/29/2025, and the filer offers to provide detailed breakdowns of the number of shares sold at each price within the disclosed range upon request.