[Form 4] FS Bancorp, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Terri L. Degner, a director of FS Bancorp, Inc. (FSBW), reported transactions dated 08/15/2025. The filing shows an award of 750 restricted shares under the companys 2018 Equity Incentive Plan that vest in three equal annual installments beginning August 15, 2026. The report also records a disposition of 263 common shares at $40.14 per share on the same date. In addition, Ms. Degner was granted 1,500 stock options with an exercise price of $40.14, exercisable beginning August 15, 2026 and expiring August 15, 2035.

The form indicates various beneficial ownership figures reported after the transactions, including entries of 2,500 and 2,237 shares, and notes that 2,000 shares are held jointly with a spouse and 1,323 shares are held indirectly by an IRA. The filing is signed by Ms. Degner on 08/18/2025.

Positive

• Director awarded equity compensation: 750 restricted shares and 1,500 stock options align executive interests with shareholders
• Clear vesting schedule: Awards vest in equal annual installments beginning 08/15/2026, promoting long-term alignment

Negative

• Disposition recorded: 263 shares sold at $40.14, indicating some reduction in direct holdings
• Potential dilution: Grants and options, when vested/exercised, will increase outstanding shares

Insights

Corporate Governance Expert

TL;DR: Director received equity awards and options with multi-year vesting while disposing of a small block of shares.

The filing documents routine director compensation through restricted stock and option grants under the 2018 Equity Incentive Plan, with vesting beginning one year after grant in equal annual installments of 33.34%. Such grants align the directors interests with long-term shareholder value but also dilute existing holders modestly when vested or exercised. The disposal of 263 shares at $40.14 appears small relative to the awards and likely reflects personal portfolio needs rather than a material change in alignment. The long-dated option expiration (08/15/2035) provides extended time for potential upside, subject to customary dilution and strike-price considerations.

Securities Analyst

TL;DR: Transactions are standard insider award and sale activity with no single large, market-moving item.

The Form 4 records an award of 750 restricted shares and 1,500 stock options at a $40.14 exercise price, both with vesting starting 08/15/2026. The reported sale of 263 shares at $40.14 is documented and specific beneficial ownership numbers are shown, including joint and IRA holdings. From a market perspective, these volumes are small and the awards are time-locked by vesting, so immediate market impact is likely negligible. Observers should note the exercise price equals the reported sale price, which may reflect grant pricing methodology but is not a projection of future stock performance.

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

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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^*

Degner Terri L

(Last) (First) (Middle)

C/O FS BANCORP, INC. 6920 220TH STREET S

(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
	Officer (give title below)		Other (specify below)

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		750	A	(1)	2,500	D
Common Stock	08/15/2025		F		263	D	$40.14	2,237	D
Common Stock								1,082	D
Common Stock								2,000(2)	D
Common Stock								1,323	I	BY IRA

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		1,500		(3)	08/15/2035	Common Stock	1,500	$0	5,000	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 33.34% per year beginning on August 15, 2026.

2. Shares held jointly with spouse.

3. Stock Options awarded pursuant to the FS Bancorp, Inc. 2018 Equity Incentive Plan. Vests in equal installments of 33.34% per year beginning on August 15, 2026.

	/s/ Terri Degner	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 transactions did Terri Degner report on Form 4 for FSBW?

The filing reports an award of 750 restricted shares, a sale of 263 common shares at $40.14, and grant of 1,500 stock options with a $40.14 exercise price.

When do the restricted shares and options vest for Terri Degner?

Both the restricted shares and the options vest in equal installments of 33.34% per year beginning August 15, 2026.

What is the expiration date of the stock options reported?

The options have an expiration date of August 15, 2035.

How much beneficial ownership is shown after the reported transactions?

The form lists beneficial ownership figures including 2,500 and 2,237 shares after the transactions, and notes 2,000 shares held jointly with a spouse and 1,323 shares held indirectly in an IRA.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Terri Degner on 08/18/2025.