FS Bancorp Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

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): December 2, 2025

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (425) 771-5299

Securities registered pursuant to Section 12(b) of the Act:

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Comepnsatory Arrangements of Certain Officers.

(e) As of December 2, 2025, 1st Security Bank of Washington (“Bank”), the wholly-owned subsidiary of FS Bancorp, Inc. entered into change of control agreements with Robert Nesbitt, Chief Credit Operations Officer, Sean McCormick, Chief Credit Administration Officer and Phillip Whittington, Chief Financial Officer. These agreements provide that if there is a change in control of the Bank during the term of the agreement, the executive will be entitled to a severance payment if the executive suffers an involuntary termination within six months preceding or twelve months following the change in control. The severance payment will be twelve months of the executive’s then current salary, paid in a lump sum within 45 days of the termination. “Involuntary termination” is defined in the change of control agreements as the following:

•	termination of the executive’s employment other than for cause;

•	a reduction of the executive’s base salary, unless generally applicable to all senior officers of the Bank;

•	a material adverse change in the executive’s benefits, contingent benefits or vacation, unless generally applicable to all senior officers of the Bank;

•	a relocation of more than 20 miles from Mountlake Terrace, Washington; or

•	a material demotion of the executive, including but not limited to a material diminution of the executive’s title, duties or responsibilities.

The foregoing description of the change in control agreements does not purport to be complete and is qualified in its entirety by reference to the form of change of control agreement, a  copy of which is furnished as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01   Exhibits

(d)

Exhibits

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.

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