FS Bancorp Insider: Nesbitt Granted Shares and Options, Reports Sale

Rhea-AI Filing Summary

Robert A. Nesbitt, Chief Credit Operations, EVP and a director of FS Bancorp, Inc. (FSBW), reported Section 16 transactions dated 08/15/2025. He was awarded 1,800 shares of restricted common stock under the 2018 Equity Incentive Plan, which vest 25% per year beginning August 15, 2026. He was also granted 3,600 stock options with a $40.14 exercise price, exercisable beginning August 15, 2026 and expiring August 15, 2035. The report shows a sale/disposition of 185 common shares at $40.14. Following the transactions, Mr. Nesbitt beneficially owned reported totals of 4,532 common shares direct, 1,313 indirect via an ESOP, and 9,200 underlying shares from options.

Positive

• Time-based vesting for both restricted stock and options (25% per year) supports executive retention.
• Options have a long term (expires 08/15/2035), giving management multi-year alignment with shareholder value creation.
• Transactions are fully disclosed on Form 4 with explanations and signature, indicating compliance.

Negative

• Insider disposition of 185 shares at $40.14 was reported, reducing direct holdings.
• Options and awards increase potential share overhang when exercised or vested (3,600 options granted).

Insights

Financial Analyst

TL;DR: Routine equity compensation and an insider sale; grants include time-based vesting and multi-year option term.

The filing documents standard executive compensation activity: a restricted stock award and stock option grant under the companys 2018 Equity Incentive Plan, both vesting 25% annually beginning August 15, 2026. The option exercise price is $40.14 and options expire in 2035, providing long-dated upside potential if the share price rises. The small disposition of 185 shares at $40.14 is recorded the same day. Overall, these are typical retention-oriented awards rather than extraordinary capital actions.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard, disclosed insider award with clear vesting schedule and Form 4 compliance.

The disclosure clearly states the nature and vesting of equity compensation and reports the required sale. Vesting schedules align with multi-year retention practices. The filing appears complete with signature and explanations for the awards. No governance red flags or undisclosed arrangements are evident from the form itself.

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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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^*

Nesbitt Robert A

(Last) (First) (Middle)

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)
	Chief Credit Operations, EVP

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		1,800	A	(1)	4,532	D
Common Stock	08/15/2025		F		185	D	$40.14	4,347	D
Common Stock								169	D
Common Stock								1,313	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		3,600		(2)	08/15/2035	Common Stock	3,600	$0	9,200	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/Robert Nesbitt	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.
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 Robert A. Nesbitt report on Form 4 for FSBW?

He reported a grant of 1,800 restricted shares, a grant of 3,600 stock options at $40.14, and a sale of 185 common shares on 08/15/2025.

When do the restricted shares and options vest for FSBW insider filings?

Both the restricted shares and the stock options vest in equal installments of 25% per year beginning August 15, 2026.

What is the exercise price and expiration of the options reported on Form 4 (FSBW)?

Exercise price: $40.14. Expiration: August 15, 2035.

How many FSBW shares does Nesbitt beneficially own after the transactions?

Reported ownership: 4,532 direct common shares, 1,313 indirect via ESOP, and 9,200 shares underlying options following the reported transactions.

Was the Form 4 properly signed and dated?

Yes. The filing shows the signature /s/ Robert Nesbitt dated 08/18/2025.

Are the grants described part of a specific equity plan for FSBW?

Yes. Awards are made pursuant to the FS Bancorp, Inc. 2018 Equity Incentive Plan as stated in the filing.