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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): September 30, 2024

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

On September 30, 2024, Margaret R. Piesik retired from the Board of Directors of FS Bancorp, Inc. (“Company”) and its financial institution subsidiary, 1st Security Bank of Washington (“Bank”) as well as the committees she served on. As a result of Ms. Piesik’s retirement, the Board of Directors appointed Ms. Terri L. Degner to the Company’s Board of Directors effective September 30, 2024. Ms. Degner currently serves on the Bank’s Board of Directors, a position she has held since January 1, 2024.

Ms. Piesik had served as a director of the Company and the Bank since 2006. She also served as a member of the Nominating & Environmental, Social and Governance Committee. In connection with her resignation, Ms. Piesik did not cite any disagreement with the Company pertaining to the Company’s operations, policies or practices.

The Board is grateful for Ms. Piesik’s outstanding service during her tenure on the Board and appreciates her contributions to the Company and the Bank.

In recognition of her service to the Company, the Compensation Committee vested her stock and stock options and will pay her directors’ fees through March 31, 2025.

The appointment of Ms. Degner as a Director of the Company was at the recommendation of the Company’s Nominating & Environmental, Social and Governance Committee. Ms. Degner has been appointed to serve on the Asset Quality and Audit Committees for the Bank. For further information concerning Ms. Degner’s background, reference is made to the press release dated October 1, 2024, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There are no family relationships between Ms. Degner and any director or other executive officer of the Company and the Bank and Ms. Degner was not appointed as a director pursuant to any arrangement or understanding with any person. Ms. Degner has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release of FS Bancorp, Inc. dated October 1, 2024.

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: October 2, 2024	FS BANCORP, INC.


	/s/Matthew D. Mullet
	Matthew D. Mullet
	President and Chief Financial Officer
	(Principal Executive Officer and Principal Financial and Accounting Officer)

EX-99.1 2 ex99193024.htm

Exhibit 99.1

FS Bancorp, Inc. Appoints Terri L. Degner to Board of Directors

MOUNTLAKE TERRACE, WA – October 1, 2024 – FS Bancorp, Inc. (NASDAQ:FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”), today announced that Terri L. Degner has been appointed to the Board of Directors of the Company.

The Company’s Nominating & ESG Committee proposed, and the Board of Directors ratified and approved, the appointment of Ms. Degner to the Board of Directors. Her appointment to the Board of Directors was effective September 30, 2024.

“We are pleased to welcome Terri to our Board of Directors,” said Joe Adams, Chief Executive Officer. “Her extensive banking background coupled with her in depth knowledge of the Bank and Company will add tremendous value to the Board.”

Ms. Degner was the Executive Vice President, Chief Financial Officer, Treasurer at Anchor Bank until they were acquired by 1st Security Bank in November 2018. She continued to work with the Bank as a Consultant working on the Anchor transition as well as other projects. Ms. Degner graduated cum laude from St. Martins College in 1998 with the Bachelor of Arts Degree in Accounting. In 2000 she graduated with honors from Pacific Coast Banking School at the University of Washington.

About FS Bancorp

FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals in Washington and Oregon through its 27 bank branches, one headquarters office that produces loans and accepts deposits, 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. The Bank services home mortgage customers throughout the Northwest predominately in Washington State including the Puget Sound, Tri-Cities and Vancouver home lending markets.

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”), in press releases or 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 our actual results to differ materially from those described in the forward-looking statements, include, but are not limited to, the following: increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on

Form 10-Q and other filings with the Securities and Exchange Commission – that are available on our website at www.fsbwa.com and on the SEC's website at www.sec.gov.

Any of the forward-looking statements that we make 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 wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for 2024 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance.


Contacts:
Joseph C. Adams,
Chief Executive Officer
Matthew D. Mullet,
President and Chief Financial Officer
(425) 771-5299
www.FSBWA.com