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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): April 1, 2025

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 $0.01 per share	FSBW	NASDAQ

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 April 1, 2025, FS Bancorp, Inc. (“Company”) (NASDAQ: FSBW), the holding company for 1st Security Bank of Washington (“1st Security Bank” or “Bank”) announced that it has named Phillip Whittington as Chief Financial Officer of both the Bank and the Company effective May 1, 2025. Mr. Whittington had previously served as the Controller at both the Bank and the Company since January 2020. Matthew D. Mullet the former Chief Financial Officer and President will continue to serve as President for both the Company and the Bank.

For further information concerning Mr. Whittington’s background, reference is made to the press release dated April 1, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

There are no family relationships between Mr. Whittington and any director or other executive officer of the Company. Mr. Whittington 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

Exhibit No.		Description
99.1		Press Release of FS Bancorp, Inc. dated April 1, 2025.
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 1, 2025	FS BANCORP, INC.

	/s/ Matthew D. Mullet
	Matthew D. Mullet
	President and Chief Financial Officer

EX-99.1 2 fsbanc8k4125exh991.htm

Exhibit 99.1

FS Bancorp, Inc. and 1st Security Bank Announce the Promotion of Phillip Whittington to Chief Financial Officer

Mountlake Terrace, WA, April 1, 2025 – FS Bancorp, Inc. (“Company”) (NASDAQ: FSBW), the holding company for 1st Security Bank of Washington (“1st Security Bank” or “Bank”) announced today that it has named Phillip Whittington as Chief Financial Officer of both the Bank and the Company effective May 1, 2025. Matthew D. Mullet, who previously served as Chief Financial Officer and President will continue to serve as the President for both the Company and the Bank.

“We are delighted to announce Phil’s promotion to Chief Financial Officer,” said Joe Adams the Bank’s CEO. “I am confident his knowledge of the Bank’s accounting, treasury management and financial reporting requirements makes him the ideal person for this position.”

Phillip Whittington has served as the Controller of the Bank since January 2020. Prior to joining 1st Security Bank, he was as a manager at the accounting firm of Elliott Davis located in Columbia, South Carolina. Mr. Whittington, a Certified Public Accountant, received his Bachelor of Science in Accounting from the College of Charleston and his Master of Accountancy from the University of South Carolina.

About 1st Security Bank of Washington

1st Security 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 twenty-seven Bank branches, and one headquarters office that provide loan 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 throughout the Northwest predominantly in Washington State including Puget Sound, Tri-Cities and Vancouver.

Note Regarding Forward Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "expected," "anticipate", "continue," or other comparable words. In addition, all statements other than statements of historical facts that address activities that 1st Security expects or anticipates will or may occur in the future are forward-looking statements. Readers are encouraged to read the Securities and Exchange Commission reports of FS Bancorp, particularly its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for meaningful cautionary language discussing why actual results may vary materially from those anticipated by management.

Contacts:

Joseph C. Adams

Chief Executive Officer

Matthew D. Mullet

President and Chief Financial Officer

(425) 771-5299