Form 8-K
8-K — FS Bancorp, Inc.
Accession: 0001437749-26-012996
Filed: 2026-04-22
Period: 2026-04-21
CIK: 0001530249
SIC: 6036 (SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED)
Item: Results of Operations and Financial Condition
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — fsbw20260226_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_925751.htm)
GRAPHIC (logo.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: fsbw20260226_8k.htm · Sequence: 1
fsbw20260226_8k.htm
false
0001530249
0001530249
2026-04-21
2026-04-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2026
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Washington
001-35589
45-4585178
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
6920 220th Street SW
Mountlake Terrace, Washington
98043
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (425) 771-5299
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
FSBW
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On April 21, 2026, FS Bancorp, Inc. (the Company), the parent corporation of 1st Security Bank of Washington, issued its earnings release for the quarter ended March 31, 2026. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01 Other Events
On April 21, 2026, the Company announced its Board of Directors declared a regular quarterly cash dividend on Company common stock of $0.29 per share, payable on May 21, 2026, to stockholders of record as of the close of business on May 7, 2026.
Item 9.01 Exhibits
(d)
Exhibits
99.1
Press release of FS Bancorp, Inc. dated April 21, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 22, 2026
FS BANCORP, INC.
/s/Phillip D. Whittington
Phillip D. Whittington
Chief Financial Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex_925751.htm · Sequence: 2
ex_925751.htm
Exhibit 99.1
FS Bancorp, Inc. Reports First Quarter Net Income of $7.8 Million or $1.02 Per Diluted Share and Declares 53rd Consecutive Quarterly Cash Dividend
MOUNTLAKE TERRACE, WA – April 21, 2026 – FS Bancorp, Inc. (NASDAQ: FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”) today reported 2026 first quarter net income of $7.8 million, or $1.02 per diluted share, compared to $8.4 million, or $1.10 per diluted share, for the prior quarter, and $8.0 million, or $1.01 per diluted share, for the comparable quarter one year ago. Pre-tax income of $9.9 million in the first quarter of 2026 increased $440,000, or 4.6%, from $9.5 million in the first quarter of 2025, with the decrease in net income between those periods primarily reflecting a higher effective income tax rate.
“We are excited about the announced merger with Pacific West Bancorp that occurred in February and our projected growth into the Portland, Oregon market area later in 2026,” stated Matthew Mullet, CEO and President of 1st Security Bank.
“Book value per share reached a split adjusted record of $42.42 in the first quarter of 2026, reflecting sustained earnings growth and disciplined capital management,” stated Joe Adams, CEO of FS Bancorp, Inc. “We are also pleased to announce that our Board of Directors has approved our 53rd consecutive quarterly cash dividend of $0.29 per common share, demonstrating our commitment to returning capital to long-term shareholders. The cash dividend will be paid on May 21, 2026, to shareholders of record as of May 7, 2026,” concluded Adams.
2026 First Quarter Highlights
●
Net income totaled $7.8 million for the first quarter of 2026, compared to $8.4 million for the previous quarter, and $8.0 million for the comparable quarter one year ago. The linked quarter-over-quarter decrease is primarily due to a $1.0 million bank owned life insurance mortality benefit received in the prior quarter with no such benefit for the first quarter of 2026. Pre-tax income grew to $9.9 million in the first quarter of 2026, up $440,000, or 4.6%, from $9.5 million in the comparable quarter one year ago, driven by growth in net interest income and Home Lending segment results;
●
Total deposits, excluding brokered deposits, were unchanged at $2.31 billion at March 31, 2026 and December 31, 2025, and increased $65.2 million, or 2.9%, from $2.24 billion at March 31, 2025. The cost of deposits decreased to 2.24% for the quarter ended March 31, 2026, from 2.26% for the quarter ended December 31, 2025 primarily due to repricing on maturing certificates of deposits and other deposit repricing activities;
●
Loans receivable, net was $2.62 billion at both March 31, 2026 and December 31, 2025, and increased $123.0 million, or 4.9%, from $2.50 billion at March 31, 2025. Net growth of $17.4 million in the commercial real estate portfolio was partially offset by heightened payoff activity in the consumer loan portfolio for the quarter ended March 31, 2026;
●
Consumer loans were $583.5 million at March 31, 2026, a decrease of $13.5 million, or 2.3%, from $597.0 million in the previous quarter, and a decrease of $25.4 million, or 4.2%, from $608.9 million in the comparable quarter one year ago. During the three months ended March 31, 2026, consumer loan originations included 83.3% of home improvement loans originated with a Fair Isaac Corporation (“FICO”) score above 720;
●
Home Lending production increased significantly compared to the comparable quarter one year ago, totaling $207.5 million for the three months ended March 31, 2026, compared to $145.4 million for the three months ended March 31, 2025, a 42.7% increase, driven by improved rate activity;
●
Segment reporting in the first quarter of 2026 reflected net income of $6.7 million for the Commercial and Consumer Banking segment and $1.1 million for the Home Lending segment, compared to net income of $7.8 million and $643,000 in the prior quarter, and net income of $7.8 million and $241,000 in the first quarter of 2025, respectively;
FS Bancorp Q1 Earnings
April 21, 2026
Page 2
●
Repurchased $620,000, or 15,025 shares of the Company's common stock in the first quarter of 2026 at an average price of $41.24 per share, with $3.6 million remaining for future purchases under the existing share repurchase plan as of March 31, 2026;
●
Book value per share increased $0.87 to $42.42 at March 31, 2026, compared to $41.55 at December 31, 2025, and increased $3.30 from $39.12 at March 31, 2025. Tangible book value per share (non-GAAP financial measure) increased $0.96 to $40.61 at March 31, 2026, compared to $39.65 at December 31, 2025, and increased $3.65 from $36.96 at March 31, 2025. See, “Non-GAAP Financial Measures;”; and
●
Regulatory capital ratios at the Bank were 13.8% for total risk-based capital and 11.2% for Tier 1 leverage capital at March 31, 2026, compared to 14.0% for total risk-based capital and 11.0% for Tier 1 leverage capital at December 31, 2025.
Segment Reporting
The Company operates through two reportable segments: Commercial and Consumer Banking and Home Lending. The Commercial and Consumer Banking segment provides diversified financial products and services to our commercial and consumer customers. These products and services include deposit products; residential, consumer, business and commercial real estate lending and cash management services. This segment also manages the Bank's investment portfolio and other assets. The Home Lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as loans held for investment.
The tables below provide a summary of segment reporting at or for the three months ended March 31, 2026 and 2025 (dollars in thousands):
At or For the Three Months Ended March 31, 2026
Condensed income statement:
Commercial and Consumer Banking
Home Lending
Total
Net interest income (1)
$
29,552
$
2,993
$
32,545
(Provision) recovery for credit losses
(2,545
)
16
(2,529
)
Noninterest income (2)
2,464
2,937
5,401
Noninterest expense (3)
(20,862
)
(4,658
)
(25,520
)
Income before provision for income taxes
8,609
1,288
9,897
Provision for income taxes
(1,863
)
(204
)
(2,067
)
Net income
$
6,746
$
1,084
$
7,830
Total average assets for period ended
$
2,543,059
$
658,300
$
3,201,359
Full-time employees ("FTEs")
469
116
585
At or For the Three Months Ended March 31, 2025
Condensed income statement:
Commercial and Consumer Banking
Home Lending
Total
Net interest income (1)
$
28,407
$
2,575
$
30,982
Provision for credit losses
(1,321)
(271)
(1,592)
Noninterest income (2)
2,246
2,880
5,126
Noninterest expense (3)
(20,176)
(4,879)
(25,055)
Income before provision for income taxes
9,156
305
9,461
Provision for income taxes
(1,376)
(64)
(1,440)
Net income
$
7,780
$
241
$
8,021
Total average assets for period ended
$
2,414,100
$
618,412
$
3,032,512
FTEs
454
113
567
FS Bancorp Q1 Earnings
April 21, 2026
Page 3
________________________
(1)
Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of assigned liabilities to fund segment assets.
(2)
Noninterest income includes activity from certain residential mortgage loans that were initially originated for sale and measured at fair value and subsequently transferred to loans held for investment. Gains and losses from changes in fair value for these loans are reported in earnings as a component of noninterest income. For the three months ended March 31, 2026, the Company recorded a net decrease in fair value of $101,000, compared to a net increase in fair value of $263,000, for the three months ended March 31, 2025. As of March 31, 2026 and 2025, there were $13.0 million and $14.5 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from loans held for sale to loans held for investment.
(3)
Noninterest expense includes allocated overhead expense from general corporate activities. Allocation is determined based on a combination of segment assets and FTEs. For the three months ended March 31, 2026 and 2025, the Home Lending segment included allocated overhead expenses of $1.9 million and $1.8 million, respectively.
Asset Summary
The following table presents the components and changes in total assets as of the dates indicated.
ASSETS
Linked Quarter
Prior Year
(Dollars in thousands)
March 31,
December 31,
March 31,
Change
Quarter Change
2026
2025
2025
$
%
$
%
Cash and due from banks
$
12,424
$
13,504
$
18,657
$
(1,080
)
(8
)%
$
(6,233
)
(33
)%
Interest-bearing deposits at other financial institutions
26,278
14,715
44,084
11,563
79
(17,806
)
(40
)
Total cash and cash equivalents
38,702
28,219
62,741
10,483
37
(24,039
)
(38
)
Certificates of deposit at other financial institutions
—
—
1,234
—
NM
(1,234
)
(100
)
Securities available-for-sale, at fair value
271,007
288,667
291,133
(17,660
)
(6
)
(20,126
)
(7
)
Securities held-to-maturity, net
33,267
33,224
10,434
43
—
22,833
219
Loans held for sale, at fair value
56,275
43,705
31,038
12,570
29
25,237
81
Loans receivable, net
2,624,091
2,623,172
2,501,117
919
—
122,974
5
Accrued interest receivable
15,333
14,614
14,406
719
5
927
6
Premises and equipment, net
43,612
44,065
29,451
(453
)
(1
)
14,161
48
Long-lived assets held for sale
3,258
3,258
—
—
—
3,258
—
Operating lease right-of-use
5,472
5,789
4,979
(317
)
(5
)
493
10
Federal Home Loan Bank stock, at cost
8,701
7,971
5,256
730
9
3,445
66
Deferred tax asset, net
7,175
6,993
7,009
182
3
166
2
Bank owned life insurance (“BOLI”), net
36,508
36,249
38,778
259
1
(2,270
)
(6
)
MSRs, held at the lower of cost or fair value
8,676
8,608
8,926
68
1
(250
)
(3
)
Goodwill
3,592
3,592
3,592
—
—
—
—
Core deposit intangible, net
9,774
10,518
12,879
(744
)
(7
)
(3,105
)
(24
)
Other assets
38,072
38,203
43,105
(131
)
—
(5,033
)
(12
)
TOTAL ASSETS
$
3,203,515
$
3,196,847
$
3,066,078
$
6,668
—
%
$
137,437
4
%
FS Bancorp Q1 Earnings
April 21, 2026
Page 4
Prior
LOAN PORTFOLIO
Linked
Year
(Dollars in thousands)
Quarter
Quarter
COMMERCIAL REAL ESTATE
March 31, 2026
December 31, 2025
March 31, 2025
$
$
("CRE") LOANS
Amount
Percent
Amount
Percent
Amount
Percent
Change
Change
CRE owner occupied
$
182,260
6.9
%
$
176,078
6.6
%
$
164,911
6.5
%
$
6,182
$
17,349
CRE non-owner occupied
182,568
6.9
177,113
6.7
174,188
6.9
5,455
8,380
Commercial and speculative construction and development
358,657
13.5
354,130
13.3
288,978
11.4
4,527
69,679
Multi-family
263,353
9.9
262,150
9.9
244,940
9.7
1,203
18,413
Total CRE loans
986,838
37.2
969,471
36.5
873,017
34.5
17,367
113,821
RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)
630,996
23.8
628,761
23.7
637,299
25.2
2,235
(6,303
)
Home equity
88,468
3.3
88,271
3.3
73,846
2.9
197
14,622
Residential custom construction
44,134
1.7
42,329
1.6
48,810
1.9
1,805
(4,676
)
Total residential real estate loans
763,598
28.8
759,361
28.6
759,955
30.0
4,237
3,643
CONSUMER LOANS
Indirect home improvement
513,437
19.3
525,842
19.8
532,038
21.0
(12,405
)
(18,601
)
Marine
67,126
2.5
68,115
2.6
73,737
2.9
(989
)
(6,611
)
Other consumer
2,921
0.1
3,029
0.1
3,118
0.1
(108
)
(197
)
Total consumer loans
583,484
21.9
596,986
22.5
608,893
24.0
(13,502
)
(25,409
)
COMMERCIAL BUSINESS LOANS
Commercial and industrial (“C&I”)
304,470
11.5
301,111
11.3
274,956
10.9
3,359
29,514
Warehouse lending
18,144
0.6
28,180
1.1
15,949
0.6
(10,036
)
2,195
Total commercial business loans
322,614
12.1
329,291
12.4
290,905
11.5
(6,677
)
31,709
Total loans receivable, gross
2,656,534
100.0
%
2,655,109
100.0
%
2,532,770
100.0
%
1,425
123,764
Allowance for credit losses ("ACL") on loans
(32,443
)
(31,937
)
(31,653
)
(506
)
(790
)
Total loans receivable, net
$
2,624,091
$
2,623,172
$
2,501,117
$
919
$
122,974
FS Bancorp Q1 Earnings
April 21, 2026
Page 5
The composition of CRE loans at the dates indicated were as follows:
(Dollars in thousands)
CRE by Type:
March 31, 2026
December 31, 2025
March 31, 2025
CRE non-owner occupied:
Office
$43,532
$44,429
$39,406
Retail
42,186
36,387
35,520
Hospitality/restaurant
24,673
24,848
27,377
Self-storage
18,844
18,924
19,092
Mixed use
18,674
18,903
18,868
Industrial
14,064
14,263
15,033
Other
9,249
7,729
6,579
Senior housing/assisted living
7,263
7,329
7,506
Education/worship
2,387
2,414
2,493
Land
1,696
1,887
2,314
Total CRE non-owner occupied
182,568
177,113
174,188
CRE owner occupied:
Industrial
74,904
75,347
66,618
Office
35,100
30,311
40,447
Retail
27,443
24,248
20,535
Other
10,674
10,492
8,529
Hospitality/restaurant
8,125
7,583
7,306
Mixed use
7,685
7,831
5,579
Automobile related
6,792
7,111
7,266
Car wash
4,394
4,412
—
Agriculture
3,759
4,136
3,990
Education/worship
3,384
4,607
4,641
Total CRE owner occupied
182,260
176,078
164,911
Total
$
364,828
$
353,191
$
339,099
The following table includes CRE loans repricing or maturing within the next two years, excluding loans that reprice simultaneously with changes to the prime rate:
Current
(Dollars in
Weighted
thousands)
For the Quarter Ended
Average
CRE by type:
Jun 30, 2026
Sep 30, 2026
Dec 31, 2026
Mar 31, 2027
Jun 30, 2027
Sep 30, 2027
Dec 31, 2027
Mar 31, 2028
Total
Rate
Agriculture
$
627
$
259
$
—
$
—
$
—
$
—
$
—
$
—
$
886
6.21%
Apartment
13,865
9,149
16,078
27,722
18,059
4,118
12,379
15,898
117,268
5.93%
Hotel / hospitality
—
108
—
—
—
—
—
—
108
8.75%
Industrial
572
1,409
—
13,577
3,278
5,680
5,231
2,808
32,555
5.73%
Mixed use
768
—
370
1,292
—
—
3,228
450
6,108
6.73%
Office
4,533
542
7,525
2,790
—
7,402
3,718
—
26,510
5.26%
Other
—
2,387
2,317
—
1,766
324
—
—
6,794
4.94%
Retail
3,366
—
3,324
2,934
2,337
7,412
—
—
19,373
4.68%
Senior housing and assisted living
—
2,094
—
—
1,345
—
—
3,041
6,480
6.88%
Total
$
23,731
$
15,948
$
29,614
$
48,315
$
26,785
$
24,936
$
24,556
$
22,197
$
216,082
FS Bancorp Q1 Earnings
April 21, 2026
Page 6
The composition of construction loans at the dates indicated were as follows:
(Dollars in thousands)
March 31, 2026
December 31, 2025
March 31, 2025
Construction Types:
Amount
Percent
Amount
Percent
Amount
Percent
Commercial construction – retail
$
8,450
2.1
%
$
8,452
2.1
%
$
8,157
2.4
%
Commercial construction – office
9,442
2.3
9,236
2.3
6,487
1.9
Commercial construction – self storage
24,217
6.0
22,437
5.7
16,012
4.7
Commercial construction – hotel
11,968
3.0
9,404
2.4
402
0.1
Multi-family
44,343
11.0
37,403
9.4
31,275
9.3
Custom construction – single family residential and single family manufactured residential
33,425
8.3
32,451
8.2
41,143
12.2
Custom construction – land, lot and acquisition and development
10,708
2.7
9,878
2.5
7,667
2.3
Speculative residential construction – vertical
216,204
53.7
225,198
56.8
186,042
55.1
Speculative residential construction – land, lot and acquisition and development
44,034
10.9
42,000
10.6
40,603
12.0
Total
$
402,791
100.0
%
$
396,459
100.0
%
$
337,788
100.0
%
Originations of one-to-four-family loans to purchase and refinance a home for the periods indicated were as follows:
(Dollars in
Prior Year
thousands)
For the Three Months Ended
Linked Quarter
Quarter
March 31, 2026
December 31, 2025
March 31, 2025
$
%
$
%
Amount
Percent
Amount
Percent
Amount
Percent
Change
Change
Change
Change
Purchase
$
139,626
67.3
%
$
158,992
72.6
%
$
120,719
83.0
%
$
(19,366
)
(12.2
)
$
18,907
15.7
%
Refinance
67,864
32.7
60,153
27.4
24,677
17.0
7,711
12.8
43,187
175.0
%
Total
$
207,490
100.0
%
$
219,145
100.0
%
$
145,396
100.0
%
$
(11,655
)
(5.3
)
$
62,094
42.7
%
During the quarter ended March 31, 2026, the Company sold $154.7 million of one-to-four-family loans compared to $180.1 million during the previous quarter and $91.9 million during the same quarter one year ago. The increase in the volume of loans sold during the current quarter compared to the prior quarter was primarily due to favorable rate activity. Gross margins on home loan sales decreased to 3.03% for the quarter ended March 31, 2026, compared to 3.08% in the previous quarter and decreased from 3.26% in the same quarter one year ago. Gross margins are defined as the margin on loans sold (cash sales) without the impact of deferred costs.
FS Bancorp Q1 Earnings
April 21, 2026
Page 7
Liabilities and Equity Summary
The following table summarizes the components and changes in deposits, borrowings, equity, and book value per common share at the dates indicated.
(Dollars in thousands)
Linked
Prior Year
DEPOSITS
March 31, 2026
December 31, 2025
March 31, 2025
Quarter
Quarter
Transactional deposits:
Amount
Percent
Amount
Percent
Amount
Percent
$ Change
$ Change
Noninterest-bearing checking
$
634,787
24.1
%
$
647,197
24.2
%
$
659,417
25.2
%
$
(12,410
)
$
(24,630
)
Interest-bearing checking
185,793
7.0
195,275
7.3
171,369
6.6
(9,482
)
14,424
Escrow accounts related to mortgages serviced (1)
18,904
0.7
10,926
0.4
17,289
0.7
7,978
1,615
Subtotal
839,484
31.8
853,398
31.9
848,075
32.4
(13,914
)
(8,591
)
Savings and money market:
Savings
169,192
6.4
164,056
6.1
160,332
6.1
5,136
8,860
Money market
377,685
14.3
365,322
13.7
343,098
13.1
12,363
34,587
Subtotal
546,877
20.7
529,378
19.8
503,430
19.3
17,499
43,447
Certificates of deposit:
CDs
923,801
35.0
928,326
34.7
893,424
34.2
(4,525
)
30,377
Brokered Deposits
Non-maturity brokered deposits
250
—
244
—
251
—
6
(1
)
Maturity brokered deposits
327,164
12.4
362,296
13.6
369,971
14.1
(35,132
)
(42,807
)
Subtotal
327,414
12.4
362,540
13.6
370,222
14.1
(35,126
)
(42,808
)
Total deposits
$
2,637,576
100.0
%
$
2,673,642
100.0
%
$
2,615,151
100.0
%
$
(36,066
)
$
22,425
Borrowings (2)
$
167,305
$
129,305
$
68,805
$
38,000
$
98,500
Stockholders' equity
$
313,852
$
307,694
$
298,840
$
6,158
$
15,012
Book value per common share
$
42.42
$
41.55
$
39.12
$
0.87
$
3.30
(1)
Primarily noninterest-bearing accounts based on applicable state law.
(2)
Comprised of FHLB advances and Federal Reserve Bank borrowings.
At March 31, 2026, the Bank had uninsured deposits of approximately $704.2 million, compared to approximately $718.1 million at December 31, 2025, and $679.4 million at March 31, 2025. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank's regulatory reporting requirements.
In the table above, the linked quarter increase in stockholders’ equity at March 31, 2026, compared to December 31, 2025, was primarily due to net income of $7.8 million. Declines in the fair value of available‑for‑sale securities recorded in accumulated other comprehensive income (“AOCI”) were largely offset by improvements in the fair value of interest rate swap cash flow hedges, resulting in a net improvement of $83,000, net of tax. Gains and losses in fair value reflect changes in market interest rates during the periods. The increase in stockholders’ equity was partially offset by share repurchases of $620,000 and cash dividends paid of $2.2 million.
FS Bancorp Q1 Earnings
April 21, 2026
Page 8
The Bank is considered “well capitalized” under the capital requirement established by the Federal Deposit Insurance Corporation (“FDIC”) and the Company exceeded all regulatory capital requirements. At March 31, 2026, capital ratios presented for the Bank and the Company were as follows:
At March 31, 2026
Bank
Company
Total risk-based capital (to risk-weighted assets)
13.81%
13.77%
Tier 1 leverage capital (to average assets)
11.16%
9.87%
CET 1 capital (to risk-weighted assets)
12.59%
11.15%
Credit Quality
The following table summarizes the changes in the ACL on loans, nonperforming loans, and classified loans at the dates indicated.
Linked
Prior Year
ACL ON LOANS
March 31,
December 31,
March 31,
Quarter
Quarter
(Dollars in thousands)
2026
2025
2025
$ Change
$ Change
Beginning ACL balance
$
31,937
$
30,056
$
31,870
$
1,881
$
67
Provision
2,649
3,882
1,505
(1,233
)
1,144
Charge-offs
Indirect
(2,449
)
(2,258
)
(1,580
)
(191
)
(869
)
Marine
(75
)
(99
)
(19
)
24
(56
)
Other
(95
)
(53
)
(37
)
(42
)
(58
)
Commercial business
(230
)
—
(433
)
(230
)
203
Subtotal
(2,849
)
(2,410
)
(2,069
)
(439
)
(780
)
Recoveries
CRE
—
2
—
(2
)
—
Indirect
585
403
340
182
245
Marine
36
1
3
35
33
Other
7
3
4
4
3
Commercial business
78
—
—
78
78
Subtotal
706
409
347
297
359
Ending ACL balance
$
32,443
$
31,937
$
31,653
$
506
$
790
FS Bancorp Q1 Earnings
April 21, 2026
Page 9
NONPERFORMING LOANS
Linked
Prior Year
(Dollars in thousands)
March 31,
December 31,
March 31,
Quarter
Quarter
CRE LOANS
2026
2025
2025
$ Change
$ Change
CRE
$
1,081
$
2,049
$
1,196
$
(968)
$
(115)
Commercial and speculative construction and development
9,442
9,236
6,487
206
2,955
Total CRE loans
10,523
11,285
7,683
(762)
2,840
RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)
1,983
1,778
1,134
205
849
Home equity
475
390
252
85
223
Total residential real estate loans
2,458
2,168
1,386
290
1,072
CONSUMER LOANS
Indirect home improvement
4,622
4,256
2,821
366
1,801
Marine
466
454
648
12
(182)
Other consumer
34
2
1
32
33
Total consumer loans
5,122
4,712
3,470
410
1,652
COMMERCIAL BUSINESS LOANS
C&I
165
580
1,932
(415)
(1,767)
Total nonperforming loans
$
18,268
$
18,745
$
14,471
$
(477)
$
3,797
The increase in nonperforming loans at March 31, 2026, compared to March 31, 2025 was partly driven by one commercial construction relationship, which remains in active development. Disbursements on this relationship, net of partial charge-offs of $2.3 million, contributed to a $3.0 million net increase in the nonperforming loan balance compared to March 31, 2025. Additional disbursements were made to support project completion and improve the probability of recovering collateral value. Increases in indirect home improvement and residential real estate nonperforming loans also contributed to the rise in nonperforming loans between the periods.
CLASSIFIED LOANS
Linked
Prior Year
(Dollars in thousands)
March 31,
December 31,
March 31,
Quarter
Quarter
CRE LOANS
2026
2025
2025
$ Change
$ Change
CRE
$
4,122
$
5,496
$
2,040
$
(1,374)
$
2,082
Commercial and speculative construction and development
9,442
9,236
6,487
206
2,955
Total CRE loans
13,564
14,732
8,527
(1,168)
5,037
RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)
3,814
3,616
3,728
198
86
Home equity
475
390
252
85
223
Total residential real estate loans
4,289
4,006
3,980
283
309
CONSUMER LOANS
Indirect home improvement
4,622
4,256
2,821
366
1,801
Marine
466
454
648
12
(182)
Other consumer
34
2
1
32
33
Total consumer loans
5,122
4,712
3,470
410
1,652
COMMERCIAL BUSINESS LOANS
C&I
3,168
3,872
7,524
(704)
(4,356)
Total classified loans
$
26,143
$
27,322
$
23,501
$
(1,179)
$
2,642
FS Bancorp Q1 Earnings
April 21, 2026
Page 10
Operating Results
Net interest income increased $1.6 million to $32.5 million for the three months ended March 31, 2026, from $31.0 million for the three months ended March 31, 2025, primarily due to an increase in total interest income of $2.5 million, partially offset by an increase in total interest expense of $982,000. The $2.5 million increase in total interest income was primarily due to an increase of $2.7 million in interest income on loans receivable, including fees, resulting from net loan growth. The $982,000 increase in total interest expense was primarily the result of higher average deposit balances used to fund asset growth.
Net interest margin (“NIM”) (annualized) decreased one basis point to 4.31% for the three months ended March 31, 2026, compared to 4.32% for the same period in the prior year. The decrease primarily reflects the repricing of the Company’s subordinated notes to a floating rate on February 15, 2026, which resulted in an estimated two basis point decline in NIM for the quarter. Lower loan yields resulting from decreases in the prime rate further pressured net interest margin, which was partially offset by favorable deposit repricing.
The average total cost of funds, including noninterest-bearing checking, increased one basis point to 2.39% for the three months ended March 31, 2026, from 2.38% for the three months ended March 31, 2025. This increase was primarily due to the repricing of the Company’s subordinated debt, as previously discussed, and was partially offset by favorable deposit repricing.
For the three months ended March 31, 2026, the provision for credit losses on loans was $2.6 million, compared to $1.5 million for the three months ended March 31, 2025. The provision for credit losses on loans reflects a $422,000 increase net charge-off activity, along with heightened past due and nonaccrual consumer loans.
During the three months ended March 31, 2026, total net charge-offs increased $422,000 to $2.1 million, compared to $1.7 million for the three months ended March 31, 2025. The increase was primarily due to a $624,000 net charge-off increase in indirect home improvement loans, partially offset by a $281,000 net charge-off decrease in commercial business loans, with the remainder attributable to slightly higher net charge-off increases in marine and consumer loans. The rise in indirect home improvement and consumer loan net charge-offs reflects continued credit stress in those portfolios amid a challenging economic environment.
Total noninterest income increased $275,000 to $5.4 million for the three months ended March 31, 2026, from $5.1 million for the three months ended March 31, 2025. The increase primarily reflects a $684,000 increase in gain on sale of loans, partially offset by a $246,000 decrease in other noninterest income, and a $171,000 decrease in service charges and fee income.
Total noninterest expense increased $465,000 to $25.5 million for the three months ended March 31, 2026, compared to $25.1 million for the three months ended March 31, 2025. The $465,000 increase reflected higher costs in several areas: loan costs increased $334,000, due to higher loan origination activity; salaries and benefits rose $321,000 from competitive wage adjustments; acquisition related costs of $295,000 were recorded in connection with the previously announced merger with Pacific West Bancorp; and occupancy expense increased $159,000 due to branch renovations. These increases were partially offset by a $451,000 reduction in data processing expenses following renegotiated vendor contracts, and a $173,000 decrease in professional and board fees.
About FS Bancorp
FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon. It operates through 27 bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington. Additionally, the Bank services home mortgage customers across the Northwest, focusing on markets in Washington State including the Puget Sound, Tri-Cities, and Vancouver.
FS Bancorp Q1 Earnings
April 21, 2026
Page 11
Forward-Looking Statements
When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements.
Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include but are not limited to the following: adverse economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels; labor shortages, the effects of inflation, recessionary pressures or slowing economic growth; changes in interest rate levels and volatility, and the timing and pace of such changes, including actions by the Federal Reserve, which could adversely affect the Company's revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; inflationary pressures and related monetary and fiscal policy responses, and their impact on consumer and business behavior; geopolitical developments and international conflicts including but not limited to tensions or instability in Eastern Europe, the Middle East, South America, and Asia, or the imposition of new or increased tariffs and trade restrictions, which may disrupt financial markets, global supply chains, commodity prices, or economic activity in specific industry sectors; the effects of a federal government shutdown, debt ceiling standoff, or other fiscal policy uncertainty; increased competitive pressures, including repricing and competitors' pricing initiatives, and their impact on the Company's market position, loan, and deposit products; adverse changes in the securities markets, the Company’s ability to execute its plans to grow its residential construction lending, mortgage banking, and warehouse lending operations, and the geographic expansion of its indirect home improvement lending; challenges arising from expanding into new geographic markets, products, or services; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; volatility in the mortgage industry; fluctuations in deposits; liquidity issues, including the Company's ability to borrow funds or raise additional capital, if necessary; the impact of bank failures or adverse developments at other banks and related negative publicity about the banking industry in general on investor and depositor sentiment; the ability to adapt to rapid technological changes, including advancements in artificial intelligence, digital banking platforms, and cybersecurity; legislation or regulatory changes, including but not limited to shifts in capital requirements, banking regulation, tax laws, or consumer protection laws; vulnerabilities in information systems or third-party service providers, including disruptions, breaches, or attacks; environmental, social and governance matters; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, domestic political unrest and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with or furnished to the SEC which are available on its website at www.fsbwa.com and on the SEC's website at www.sec.gov.
Any of the forward-looking statements that the Company makes in this press release and in the other public statements are based upon management's beliefs and assumptions at the time they are made and may turn out to be incorrect because of the inaccurate assumptions the Company might make, because of the factors illustrated above or because of other factors that cannot be foreseen by the Company. Therefore, these factors should be considered in evaluating the forward‑looking statements, and undue reliance should not be placed on such statements. The Company does not undertake, and expressly disclaims any obligation, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
FS Bancorp Q1 Earnings
April 21, 2026
Page 12
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) (Unaudited)
Linked
Prior Year
March 31,
December 31,
March 31,
Quarter
Quarter
ASSETS
2026
2025
2025
% Change
% Change
Cash and due from banks
$
12,424
$
13,504
$
18,657
(8
)
(33
)
Interest-bearing deposits at other financial institutions
26,278
14,715
44,084
79
(40
)
Total cash and cash equivalents
38,702
28,219
62,741
37
(38
)
Certificates of deposit at other financial institutions
—
—
1,234
—
NM
Securities available-for-sale, at fair value
271,007
288,667
291,133
(6
)
(7
)
Securities held-to-maturity, net
33,267
33,224
10,434
—
219
Loans held for sale, at fair value
56,275
43,705
31,038
29
81
Loans receivable, net
2,624,091
2,623,172
2,501,117
—
5
Accrued interest receivable
15,333
14,614
14,406
5
6
Premises and equipment, net
43,612
44,065
29,451
(1
)
48
Long-lived assets held for sale
3,258
3,258
—
—
NM
Operating lease right-of-use
5,472
5,789
4,979
(5
)
10
Federal Home Loan Bank stock, at cost
8,701
7,971
5,256
9
66
Deferred tax asset, net
7,175
6,993
7,009
3
2
Bank owned life insurance (“BOLI”), net
36,508
36,249
38,778
1
(6
)
MSRs, held at the lower of cost or fair value
8,676
8,608
8,926
1
(3
)
Goodwill
3,592
3,592
3,592
—
—
Core deposit intangible, net
9,774
10,518
12,879
(7
)
(24
)
Other assets
38,072
38,203
43,105
—
(12
)
TOTAL ASSETS
$
3,203,515
$
3,196,847
$
3,066,078
—
4
LIABILITIES
Deposits:
Noninterest-bearing accounts
$
653,691
$
658,123
$
676,706
(1
)
(3
)
Interest-bearing accounts
1,983,885
2,015,519
1,938,445
(2
)
2
Total deposits
2,637,576
2,673,642
2,615,151
(1
)
1
Borrowings
167,305
129,305
68,805
29
143
Subordinated notes:
Principal amount
50,000
50,000
50,000
—
—
Unamortized debt issuance costs
(322
)
(339
)
(389
)
(5
)
(17
)
Total subordinated notes less unamortized debt issuance costs
49,678
49,661
49,611
—
—
Operating lease liability
5,570
5,889
5,149
(5
)
8
Other liabilities
29,534
30,656
28,522
(4
)
4
Total liabilities
2,889,663
2,889,153
2,767,238
—
4
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding
—
—
—
—
—
Common stock, $.01 par value; 45,000,000 shares authorized; 7,501,542 shares issued and outstanding at March 31, 2026, 7,507,519 at December 31, 2025, and 7,742,907 at March 31, 2025
75
75
77
—
(3
)
Additional paid-in capital
43,668
43,251
52,806
1
(17
)
Retained earnings
285,854
280,197
262,945
2
9
Accumulated other comprehensive loss, net of tax
(15,745
)
(15,829
)
(16,988
)
(1
)
(7
)
Total stockholders’ equity
313,852
307,694
298,840
2
5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
3,203,515
$
3,196,847
$
3,066,078
—
4
FS Bancorp Q1 Earnings
April 21, 2026
Page 13
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts) (Unaudited)
Three Months Ended
Linked
Prior Year
March 31,
December 31,
March 31,
Quarter
Quarter
INTEREST INCOME
2026
2025
2025
% Change
% Change
Loans receivable, including fees
$
46,012
$
46,876
$
43,303
(2
)
6
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions
3,321
3,906
3,485
(15
)
(5
)
Total interest and dividend income
49,333
50,782
46,788
(3
)
5
INTEREST EXPENSE
Deposits
14,713
15,228
13,058
(3
)
13
Borrowings
1,384
1,446
2,263
(4
)
(39
)
Subordinated notes
691
486
485
42
—
Total interest expense
16,788
17,160
15,806
(2
)
6
NET INTEREST INCOME
32,545
33,622
30,982
(3
)
5
PROVISION FOR CREDIT LOSSES
2,529
3,624
1,592
(30
)
59
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
30,016
29,998
29,390
—
2
NONINTEREST INCOME
Service charges and fee income
2,073
2,233
2,244
(7
)
(8
)
Gain on sale of loans
2,384
2,169
1,700
10
40
Earnings on cash surrender value of BOLI
259
261
250
(1
)
4
Other noninterest income
685
1,724
932
(60
)
(27
)
Total noninterest income
5,401
6,387
5,126
(15
)
5
NONINTEREST EXPENSE
Salaries and benefits
14,854
14,744
14,533
1
2
Operations
3,380
3,680
3,445
(8
)
(2
)
Occupancy
1,876
1,889
1,717
(1
)
9
Data processing
1,594
1,847
2,045
(14
)
(22
)
Loan costs
882
905
548
(3
)
61
Professional and board fees
1,014
1,213
1,186
(16
)
(15
)
FDIC insurance
627
626
538
—
17
Marketing and advertising
309
372
221
(17
)
40
Acquisition costs
295
—
—
NM
—
Amortization of core deposit intangible
744
766
831
(3
)
(10
)
(Recovery) impairment of servicing rights
(55
)
31
(9
)
(277
)
511
Total noninterest expense
25,520
26,073
25,055
(2
)
2
INCOME BEFORE PROVISION FOR INCOME TAXES
9,897
10,312
9,461
(4
)
5
PROVISION FOR INCOME TAXES
2,067
1,892
1,440
9
44
NET INCOME
$
7,830
$
8,420
$
8,021
(7
)
(2
)
Basic earnings per share
$
1.04
$
1.12
$
1.02
(7
)
2
Diluted earnings per share
$
1.02
$
1.10
$
1.01
(7
)
1
FS Bancorp Q1 Earnings
April 21, 2026
Page 14
KEY FINANCIAL RATIOS AND DATA (Unaudited)
For the Three Months Ended
March 31,
December 31,
March 31,
PERFORMANCE RATIOS:
2026
2025
2025
Return on assets (ratio of net income to average total assets) (1)
0.99
%
1.04
%
1.07
%
Return on equity (ratio of net income to average total stockholders' equity) (1)
10.03
10.78
10.80
Yield on average interest-earning assets (1)
6.53
6.56
6.53
Average total cost of funds (1)
2.39
2.38
2.38
Interest rate spread information – average during period
4.14
4.18
4.15
Net interest margin (1)
4.31
4.35
4.32
Operating expense to average total assets (1)
3.23
3.23
3.35
Average interest-earning assets to average interest-bearing liabilities (1)
139.86
140.03
142.94
Efficiency ratio (2)
67.25
65.13
69.39
Common equity ratio (ratio of stockholders' equity to total assets)
9.80
9.62
9.75
Tangible common equity ratio (3)
9.42
9.22
9.26
March 31,
December 31,
March 31,
ASSET QUALITY RATIOS AND DATA:
2026
2025
2025
Nonperforming assets to total assets at end of period (4)
0.57
%
0.59
%
0.47
%
Nonperforming loans to total gross loans (excluding loans HFS) (5)
0.69
0.71
0.57
ACL – loans to nonperforming loans (5)
177.67
170.59
219.08
ACL – loans to total gross loans (excluding loans HFS)
1.22
1.20
1.25
At or For the Three Months Ended
March 31,
December 31,
March 31,
PER COMMON SHARE DATA:
2026
2025
2025
Basic earnings per share
$
1.04
$
1.12
$
1.02
Diluted earnings per share
$
1.02
$
1.10
$
1.01
Weighted average basic shares outstanding
7,402,375
7,414,419
7,695,320
Weighted average diluted shares outstanding
7,531,291
7,529,471
7,805,728
Common shares outstanding at end of period
7,398,571
(6)
7,404,548
(7)
7,639,844
(8)
Book value per share using common shares outstanding
$
42.42
$
41.55
$
39.12
Tangible book value per share using common shares outstanding (9)
$
40.61
$
39.65
$
36.96
(1)
Annualized.
(2)
Total noninterest expense as a percentage of net interest income and total noninterest income.
(3)
Represents a non-GAAP financial measure. For a reconciliation to the most comparable GAAP financial measure, see “Non-GAAP Financial Measures” below.
(4)
Nonperforming assets consist of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.
(5)
Nonperforming loans consist of nonaccruing loans and accruing loans 90 days or more past due.
(6)
Common shares were calculated using shares outstanding of 7,501,542 at March 31, 2026, less 102,971 unvested restricted stock shares.
(7)
Common shares were calculated using shares outstanding of 7,507,519 at December 31, 2025, less 102,971 unvested restricted stock shares.
(8)
Common shares were calculated using shares outstanding of 7,742,907 at March 31, 2025, less 103,063 unvested restricted stock shares.
(9)
Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” below.
FS Bancorp Q1 Earnings
April 21, 2026
Page 15
(Dollars in thousands)
For the Three Months Ended March 31,
QTR Over QTR
Average Balances
2026
2025
$ Change
Assets
Loans receivable, net (1)
$
2,700,993
$
2,560,107
$
140,886
Investment securities - taxable
254,244
241,429
12,815
Investment securities - nontaxable
78,144
77,643
501
Interest-bearing deposits and certificates of deposit at other financial institutions
23,082
16,161
6,921
FHLB stock, at cost
8,057
11,948
(3,891
)
Total interest-earning assets
3,064,520
2,907,288
157,232
Noninterest-earning assets
136,839
125,224
11,615
Total assets
$
3,201,359
$
3,032,512
$
168,847
Liabilities
Interest-bearing deposit accounts
$
2,009,158
$
1,765,605
$
243,553
Borrowings
132,250
218,639
(86,389
)
Subordinated notes
49,666
49,600
66
Total interest-bearing liabilities
2,191,074
2,033,844
157,230
Noninterest-bearing deposit accounts
658,746
663,824
(5,078
)
Other noninterest-bearing liabilities
34,805
33,739
1,066
Total liabilities
$
2,884,625
$
2,731,407
$
153,218
(1) Includes loans HFS.
FS Bancorp Q1 Earnings
April 21, 2026
Page 16
Non-GAAP Financial Measures:
In addition to financial results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this earnings release presents non-GAAP financial measures that include tangible book value per share, and tangible common equity ratio. Management believes that providing the Company’s tangible book value per share and tangible common equity ratio is consistent with the capital treatment utilized by the investment community, which excludes intangible assets from the calculation of risk-based capital ratios and facilitates comparison of the quality and composition of the Company's capital over time and to its competitors. Where applicable, the Company has also presented comparable GAAP information.
These non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
Reconciliation of the GAAP book value per share and common equity ratio and the non-GAAP tangible book value per share and tangible common equity ratio is presented below.
(Dollars in thousands, except share and per share amounts)
March 31,
December 31,
March 31,
Tangible Book Value Per Share:
2026
2025
2025
Stockholders' equity (GAAP)
$
313,852
$
307,694
$
298,840
Less: goodwill and core deposit intangible, net
(13,366)
(14,110)
(16,471)
Tangible common stockholders' equity (non-GAAP)
$
300,486
$
293,584
$
282,369
Common shares outstanding at end of period
7,398,571
(1)
7,404,548
(2)
7,639,844
(3)
Book value per share (GAAP)
$
42.42
$
41.55
$
39.12
Tangible book value per share (non-GAAP)
$
40.61
$
39.65
$
36.96
Tangible Common Equity Ratio:
Total assets (GAAP)
$
3,203,515
$
3,196,847
$
3,066,078
Less: goodwill and core deposit intangible assets
(13,366)
(14,110)
(16,471)
Tangible assets (non-GAAP)
$
3,190,149
$
3,182,737
$
3,049,607
Common equity ratio (GAAP)
9.80
%
9.62
%
9.75
%
Tangible common equity ratio (non-GAAP)
9.42
9.22
9.26
_________________________
(1)
Common shares were calculated using shares outstanding of 7,501,542 at March 31, 2026, less 102,971 unvested restricted stock shares.
(2)
Common shares were calculated using shares outstanding of 7,507,519 at December 31, 2025, less 102,971 unvested restricted stock shares.
(3)
Common shares were calculated using shares outstanding of 7,742,907 at March 31, 2025, less 103,063 unvested restricted stock shares.
FS Bancorp Q1 Earnings
April 21, 2026
Page 17
Additional Information About the Merger and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval with respect to the proposed transaction with Pacific West Bancorp.
In connection with the proposed merger, a registration statement on Form S-4 will be filed with the SEC that will include a proxy statement of Pacific West Bancorp and a prospectus of the Company, which will be distributed to the shareholders of Pacific West Bancorp in connection with its votes on the merger of Pacific West Bancorp with and into the Company and the issuance of Company common stock in the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the registration statement on Form S-4 and the related proxy statement/prospectus, when filed, as well as other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. These documents, when available, also can be obtained free of charge by accessing the Company’s website at www.fsbwa.com under the tab “Investor Relations” and then under “SEC Filings.” Alternatively, these documents, when filed with the SEC by the Company, can be obtained free of charge by (1) writing to FS Bancorp, Inc at 6920 220th Street SW, Mountlake Terrace, Washington 98043, Attn: Investor Relations or (2) by calling (425) 771-5299.
Participants in the Solicitation
The Company, Pacific West Bancorp and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Pacific West Bancorp in connection with the proposed transaction. Information about the Company's directors and executive officers is included in the proxy statement for its 2026 annual meeting of the Company’s shareholders, which was filed with the SEC on April 6, 2026. Information about Pacific West Bancorp’s participants and additional information regarding the interests of these participants will be included in the proxy statement/prospectus regarding the proposed transaction when it becomes available. Free copies of this document may be obtained as described above.
Contacts:
Matthew D. Mullet,
President and Chief Executive Officer
Phillip D. Whittington,
Chief Financial Officer
(425) 771-5299
www.FSBWA.com
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