8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): April 28, 2022

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FS BANCORP, INC.

(Exact name of registrant as specified in its charter)

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Washington	001-35589	45-4585178
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

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, Washington<br><br>​	​<br><br>​
6920 220th Street SW ****<br><br>Mountlake Terrace , Washington	​<br><br>98043
(Address of principal executive offices)	(Zip Code)

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

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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.
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☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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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

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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. ☐

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Item 2.02 Results of Operations and Financial Condition

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On April 28, 2022, FS Bancorp, Inc., the parent corporation of 1st Security Bank of Washington, issued its earnings release for the quarter ended March 31, 2022.  A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01 Exhibits

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(d)	Exhibits

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99.1	Press release of FS Bancorp, Inc. dated April 28, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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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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Date: April 28, 2022	FS BANCORP, INC.
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​	/s/Matthew D. Mullet
​	Matthew D. Mullet
​	Chief Financial Officer
​	(Principal Financial and Accounting Officer)

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Exhibit 99.1

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FS Bancorp, Inc. Reports Net Income for the First Quarter of $6.9 Million or $0.81 Per Diluted Share and the Thirty-Seventh Consecutive Quarterly Dividend

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MOUNTLAKE TERRACE, WA – April 28, 2022 – FS Bancorp, Inc. (NASDAQ: FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”) today reported 2022 first quarter net income of $6.9 million, or $0.81 per diluted share, compared to $11.9 million, or $1.35 per diluted share for the same quarter last year.  All share and per share data in this earnings release has been adjusted to reflect the two-for-one stock split, in the form of a 100% stock dividend, effective July 14, 2021.

“In line with investor feedback, we reaffirmed the Company’s commitment to returning value to our shareholders by successfully repurchasing 115,356 shares during the quarter at an average price of 106% of book value. We also early adopted the Current Expected Credit Loss standard as of January 1, 2022, with minimal impact to the Company, to further reduce investor uncertainty surrounding the pending accounting change,” stated Joe Adams, CEO. “We are also pleased that our Board of Directors approved our thirty-seventh consecutive quarterly cash dividend. The quarterly dividend of $0.20 and the special dividend of $0.10 as previously announced on April 6, 2022, will be paid on May 26, 2022, to shareholders of record as of May 12, 2022.”

2022 First Quarter Highlights

●	Early adoption of the Current Expected Credit Losses (“CECL”) standard as of January 1, 2022, which resulted in a decrease of $2.9 million to our allowance for credit losses on loans (“ACLL”), an increase of $2.4 million to our allowance for credit losses on unfunded commitments and letters of credit, an increase of $72,000 to our allowance for held-to-maturity securities, and a net-of-tax cumulative-effect adjustment of $297,000 to increase the beginning balance of retained earnings;
●	Repurchased 115,356 shares of our common stock during the first quarter and the Board of Directors approved an additional $10.0 million in repurchases as previously announced on April, 6, 2022;
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●	Net income was $6.9 million for the first quarter of 2022, compared to $8.6 million in the previous quarter, and $11.9 million for the comparable quarter one year ago;
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●	Noninterest-bearing checking increased $5.9 million, or 1.3%, to $449.1 million at March 31, 2022, compared to $443.1 million at December 31, 2021, and increased $58.2 million, or 14.9% from $390.9 million at March 31, 2021;
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●	Net interest margin (“NIM”) improved to 4.24%, compared to 4.20% for the previous quarter, and 3.99% for the comparable quarter one year ago;
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●	Loans receivable, net increased $69.1 million, or 4.0%, to $1.80 billion at March 31, 2022, compared to $1.73 billion at December 31, 2021, and increased $204.6 million, or 12.8% from $1.59 billion at March 31, 2021;
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●	Loans receivable, net included 55 Paycheck Protection Program (“PPP”) loans with a total outstanding balance of $13.6 million and $183,000 of unrecognized deferred fees, net; and
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●	At March 31, 2022, the Community Bank Leverage Ratio (“CBLR”) was 12.2% for the Bank and the Tier 1 leverage-based ratio was 10.8% for the Company.
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FS Bancorp Q1 Earnings April 28, 2022 Page 2 Asset Summary

Total assets decreased $12.5 million, or 0.5%, to $2.27 billion at March 31, 2022, compared to $2.29 billion at December 31, 2021, and increased $98.3 million, or 4.5%, from $2.18 billion at March 31, 2021.  The quarter over linked quarter decrease in total assets was primarily due to decreases in loans held for sale (“HFS”) of $83.7 million, securities available-for-sale of $8.1 million and certificates of deposit (“CDs”) at other financial institutions of $2.4 million, partially offset by increases in loans receivable, net of $69.1 million, other assets of $5.4 million, total cash and cash equivalents of $3.1 million and deferred tax asset, net of $2.6 million.  The year over year increase was primarily due to increases in loans receivable, net of $204.6 million, securities available-for-sale of $62.0 million, other assets of $2.9 million, deferred tax asset, net of $2.4 million, servicing rights of $2.3 million, and accrued interest receivable of $1.0 million, partially offset by decreases in loans HFS of $114.2 million, total cash and cash equivalents of $55.8 million, CDs at other financial institutions of $4.1 million, and Federal Home Loan Bank (“FHLB”) stock of $1.8 million.

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LOAN PORTFOLIO	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
(Dollars in thousands)	​	March 31, 2022				​	December 31, 2021				​	March 31, 2021				​
​		Amount			Percent	​	Amount			Percent	​	Amount			Percent	​
REAL ESTATE LOANS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial	​	$	269,517		14.8	%	$	264,429		15.1	%	$	226,363		14.0	%
Construction and development	​		258,680		14.2	​		240,553		13.7	​		240,156		14.8	​
Home equity	​		44,394		2.4	​		41,017		2.3	​		41,774		2.6	​
One-to-four-family (excludes HFS)	​		361,079		19.9	​		366,146		20.8	​		299,273		18.5	​
Multi-family	​		196,924		10.8	​		178,158		10.2	​		122,303		7.5	​
Total real estate loans	​		1,130,594		62.1	​		1,090,303		62.1	​		929,869		57.4	​
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CONSUMER LOANS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Indirect home improvement	​		359,443		19.7	​		336,285		19.2	​		290,859		17.9	​
Marine	​		82,560		4.5	​		82,778		4.7	​		87,453		5.4	​
Other consumer	​		2,994		0.2	​		2,980		0.2	​		3,194		0.2	​
Total consumer loans	​		444,997		24.4	​		422,043		24.1	​		381,506		23.5	​
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COMMERCIAL BUSINESS LOANS	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Commercial and industrial	​		207,480		11.4	​		208,552		11.9	​		260,572		16.1	​
Warehouse lending	​		37,957		2.1	​		33,277		1.9	​		48,488		3.0	​
Total commercial business loans	​		245,437		13.5	​		241,829		13.8	​		309,060		19.1	​
Total loans receivable, gross	​		1,821,028		100.0	%		1,754,175		100.0	%		1,620,435		100.0	%
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Allowance for credit losses on loans ^(1)^	​		(23,365)	​	​	​		(25,635)	​	​	​		(27,375)	​	​	​
Total loans receivable, net	​	$	1,797,663	​	​	​	$	1,728,540	​	​	​	$	1,593,060	​	​	​

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(1)	Allowance in 2022 reported using current expected credit loss (“CECL”) method, all 2021 and prior periods’ allowance are reported in accordance with previous GAAP using the incurred loss method.

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Loans receivable, net increased $69.1 million to $1.80 billion at March 31, 2022, from $1.73 billion at December 31, 2021, and increased $204.6 million from $1.59 billion at March 31, 2021. The quarter over linked quarter increase in total real estate loans was $40.3 million, including increases in multi-family loans of $18.8 million, construction and development loans of $18.1 million, commercial real estate loans of $5.1 million, and home equity loans of $3.4 million, partially offset by a decrease in one-to-four-family loans of $5.1 million. Consumer loans ​

FS Bancorp Q1 Earnings April 28, 2022 Page 3 increased $23.0 million, primarily due to an increase of $23.2 million in indirect home improvement loans, partially offset by a decrease of $218,000 in marine loans. Commercial business loans increased $3.6 million, mainly as a result of an increase in warehouse lending of $4.7 million.

Originations of one-to-four-family loans to purchase and to refinance a home for the three months ended March 31, 2022 and December 31, 2021, and for the three months ended March 31, 2022 and 2021 were as follows:

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(Dollars in thousands)	​	For the Three Months Ended				​	​	​	For the Three Months Ended				​	​	​	Quarter	​	Quarter
​	​	March 31, 2022				​	​	​	December 31, 2021				​	​	​	over Quarter	​	over Quarter
​		Amount			Percent			​	Amount			Percent		​	​	Change		% Change
Purchase	​	$	152,950	​	62.4	%	​	​	$	182,851	​	53.9	%	​	​		​	(16.4)
Refinance	​	​	92,164		37.6	​	​	​	​	156,322		46.1	​	​	​	​	​	(41.0)
Total	​	$	245,114	​	100.0	%	​	​	$	339,173	​	100.0	%	​	​		​	(27.7)

All values are in US Dollars.

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​	​	For the Three Months Ended				​	​	​	For the Three Months Ended				​	​	​	Year	​	Year
​	​	March 31, 2022				​	​	​	March 31, 2021				​	​	​	over Year	​	over Year
​		Amount			Percent				Amount			Percent		​		Change		% Change
Purchase	​	$	152,950	​	62.4	%	​	​	$	185,461	​	42.7	%	​	​		​	(17.5)
Refinance	​	​	92,164		37.6	​	​	​	​	248,992	​	57.3	​	​	​	​	​	(63.0)
Total	​	$	245,114	​	100.0	%	​	​	$	434,453	​	100.0	%	​	​		​	(43.6)

All values are in US Dollars.

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During the quarter ended March 31, 2022, the Company sold $301.1 million of one-to-four-family loans compared to sales of $305.8 million during the previous quarter, and sales of $414.0 million during the same quarter one year ago. The decrease in purchase and refinance activity compared to the prior quarter reflects a limited available inventory of homes for sale and increased market interest rates adversely impacting refinance activity.

Gross margins on home loan sales decreased to 2.94% for the quarter ended March 31, 2022, compared to 3.66% in the previous quarter and decreased from 4.60% 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.

Liabilities and Equity Summary

Changes in deposits at the dates indicated are as follows:

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(Dollars in thousands)	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2022				​	December 31, 2021				​	​	​	​
Transactional deposits:		Amount			Percent		Amount			Percent		Change		% Change
Noninterest-bearing checking	​	$	449,075		23.4	%	$	443,133		23.1	%			1.3
Interest-bearing checking ^(2)^	​	​	329,938		17.2	​	​	349,251		18.2	​	​		(5.5)
Escrow accounts related to mortgages serviced	​	​	26,067		1.4	​	​	16,389		0.9	​	​	​	59.1
Subtotal	​	​	805,080	​	42.0	​	​	808,773	​	42.2	​	​	​	(0.5)
Savings	​	​	198,184		10.3	​	​	193,922		10.1	​	​		2.2
Money market ^(3)^	​	​	545,442		28.4	​	​	552,357		28.8	​	​		(1.3)
Subtotal	​	​	743,626	​	38.7	​	​	746,279	​	38.9	​	​	​	(0.4)
Certificates of deposit less than $100,000 ^(1)^	​	​	210,984		11.0	​	​	186,974		9.8	​	​		12.8
Certificates of deposit of $100,000 through $250,000	​	​	107,429		5.6	​	​	116,206		6.1	​	​		(7.6)
Certificates of deposit of $250,000 and over	​	​	52,669		2.7	​	​	57,512		3.0	​	​		(8.4)
Subtotal	​	​	371,082	​	19.3	​	​	360,692	​	18.9	​	​		2.9
Total	​	$	1,919,788		100.0	%	$	1,915,744		100.0	%			0.2

All values are in US Dollars.

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FS Bancorp Q1 Earnings April 28, 2022 Page 4

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(Dollars in thousands)	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	March 31, 2022				​	March 31, 2021				​	​	​	​
Transactional deposits:		Amount			Percent		Amount			Percent		Change		% Change
Noninterest-bearing checking	​	$	449,075		23.4	%	$	390,855		22.0	%			14.9
Interest-bearing checking ^(2)^	​	​	329,938		17.2	​	​	250,907		14.1	​	​		31.5
Escrow accounts related to mortgages serviced	​	​	26,067		1.4	​	​	23,535		1.3	​	​	​	10.8
Subtotal	​	​	805,080	​	42.0	​	​	665,297	​	37.4	​	​	​	21.0
Savings	​	​	198,184		10.3	​	​	161,140		9.1	​	​		23.0
Money market ^(3)^	​	​	545,442		28.4	​	​	468,753		26.3	​	​		16.4
Subtotal	​	​	743,626	​	38.7	​	​	629,893	​	35.4	​	​	​	18.1
Certificates of deposit less than $100,000^(1)^	​	​	210,984		11.0	​	​	285,505		16.0	​	​		(26.1)
Certificates of deposit of $100,000 through $250,000	​	​	107,429		5.6	​	​	133,570		7.5	​	​		(19.6)
Certificates of deposit of $250,000 and over	​	​	52,669		2.7	​	​	66,528		3.7	​	​		(20.8)
Subtotal	​	​	371,082	​	19.3	​	​	485,603	​	27.2	​	​		(23.6)
Total	​	$	1,919,788		100.0	%	$	1,780,793		100.0	%			7.8

All values are in US Dollars.

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(1)	Includes $127.6 million, $97.6 million, and $178.1 million of brokered deposits at March 31, 2022, December 31, 2021, and March 31, 2021, respectively.
(2)	Includes $60.0 million, $90.0 million, and $0 of brokered deposits at March 31, 2022, December 31, 2021, and March 31, 2021, respectively.
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(3)	Includes $241,000, $5.0 million, and $11.0 million of brokered deposits at March 31, 2022, December 31, 2021, and March 31, 2021, respectively.
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The increases in deposits from December 31, 2021 to March 31, 2021 were primarily driven by growth in transactional deposit accounts due to new deposit relationships and in escrow accounts attributable to growth in the loan servicing portfolio.

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At March 31, 2022, non-retail CDs, which include brokered CDs, online CDs, and public funds CDs, increased $30.0 million to $144.2 million, compared to $114.2 million at December 31, 2021, due to an increase of $30.0 million in brokered CDs. The year over year decrease in non-retail CDs of $43.9 million from $188.1 million at March 31, 2021, was primarily the result of a $50.6 million decrease in brokered CDs, offset by an increase of $6.7 million in online CDs. The reduction in non-retail CDs is directly tied to the Company replacing these non-retail CDs with brokered interest-bearing checking deposits of $60.0 million. The bulk of the wholesale funding activity has been tied to liability interest rate swap arrangements of $90.0 million that are funded with 90-day liabilities.

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At March 31, 2022, borrowings comprised of FHLB advances decreased $7.0 million, or 16.5%, to $35.5 million from $42.5 million at December 31, 2021, and decreased $37.0 million, or 51.0% from $72.5 million at March 31, 2021. These decreases were due to repayments utilizing funds from deposit growth and reductions in loans held for sale.

Total stockholders’ equity decreased $11.6 million, to $236.0 million at March 31, 2022, from $247.5 million at December 31, 2021, and decreased $4.4 million, from $240.3 million at March 31, 2021. The decrease in stockholders’ equity during the current quarter was primarily due to net unrealized losses in securities available-for-sale of $16.5 million, net of tax, reflecting increases in market interest rates during the quarter, share repurchases totaling $3.5 million, and dividends paid of $1.6 million, partially offset by net income of $6.9 million and unrealized gains on cash flow hedges of $2.3 million, net of tax. In addition, the adoption of CECL on January 1, 2022, resulted in a $297,000 increase to retained earnings, reflecting the combined impact of the $2.9 million decrease to our ACLL and a $2.4 million increase to the reserve for unfunded commitments as of the adoption date. The Company repurchased 115,356 shares of its common stock at an average price of $31.45 per share. Book value ​

FS Bancorp Q1 Earnings April 28, 2022 Page 5 per common share was $29.70 at March 31, 2022, compared to $30.75 at December 31, 2021, and $28.90 at March 31, 2021.

The Bank is well capitalized under the minimum capital requirements established by the Federal Deposit Insurance Corporation at March 31, 2022, with a CBLR of 12.2%, compared to the normally required CBLR of greater than 9.0%. The Company’s Tier 1 leverage-based ratio was 10.8% at March 31, 2022.

Credit Quality

The ACLL at March 31, 2022, decreased to $23.4 million, or 1.28% of gross loans receivable, excluding loans HFS, compared to $25.6 million, or 1.46% of gross loans receivable, excluding loans HFS at December 31, 2021, and decreased from $27.4 million, or 1.69% of gross loans receivable, excluding loans HFS, at March 31, 2021. Nonperforming loans increased $968,000 to $6.8 million at March 31, 2022, from $5.8 million at December 31, 2021, and decreased $2.5 million from $9.3 million at March 31, 2021. The year over year decrease in the ACLL was primarily due to the one-time cumulative-effect adjustment of $2.9 million as of the CECL adoption date. The reserve for unfunded commitments increased $2.6 million to $3.1 million at March 31, 2022, compared to $499,000 at December 31, 2021, and increased from $398,000 at March 31, 2021, primarily due to the one-time cumulative-effect adjustment of $2.4 million as of the CECL adoption date and increases in unfunded commitments over the period.

Loans classified as substandard decreased $5.0 million to $13.1 million at March 31, 2022, compared to $18.1 million at December 31, 2021, and decreased $7.8 million from $20.9 million at March 31, 2021. The quarter over linked quarter decrease in substandard loans was attributable to decreases of $2.3 million in commercial and industrial loans, $1.7 million in one-to-four-family loans, and $916,000 in commercial real estate loans. The year over year decrease in substandard loans was primarily due to decreases of $6.2 million in one-to-four-family loans, $1.9 million in construction and development loans, and $934,000 in commercial real estate loans, partially offset by a $1.6 million increase in commercial and industrial loans. There were no other real estate owned (“OREO”) properties at March 31, 2022, December 31, 2021, or March 31, 2021.

Operating Results

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Net interest income increased $2.6 million, to $22.7 million for the three months ended March 31, 2022, from $20.1 million for the three months ended March 31, 2021. This comparable quarter over quarter increase was primarily the result of an improved mix of loans versus other interest-bearing assets and increased balances in higher yielding loans funded by lower cost deposits. Interest income increased $1.8 million, primarily due to an increase of $1.5 million in interest income on loans receivable, including fees, impacted primarily by loan growth and net deferred fees recognized upon SBA forgiveness of PPP loans. Interest expense decreased $780,000, primarily as a result of repricing deposit rates and a reduction in higher cost borrowings. For the three months ended March 31, 2022, the total recognition of net deferred fees on forgiven and amortizing PPP loans was $264,000, as compared to $653,000 for the three months ended March 31, 2021.

NIM increased 25 basis points to 4.24% for the three months ended March 31, 2022, from 3.99% for the same period in the prior year. The comparable quarter over quarter increase in NIM was impacted by an improved mix of interest-bearing assets, including a higher balance of higher yielding portfolio loans and investment securities and a significant decrease of interest-bearing cash balances earning a nominal yield combined with declining deposit and borrowing costs. ​

FS Bancorp Q1 Earnings April 28, 2022 Page 6 The average total cost of funds, including noninterest-bearing checking, decreased 19 basis points to 0.39% for the three months ended March 31, 2021, from 0.58% for the three months ended March 31, 2021. This decrease was predominantly due to the decline in cost for market rate deposits and borrowings as well as a managed runoff of higher cost CD funding. Management remains focused on matching deposit/liability duration with the duration of loans/assets where appropriate.

For the three months ended March 31, 2022, the provision for credit losses on loans was $852,000, compared to $1.5 million for the three months ended March 31, 2021, as calculated under the prior incurred loss methodology. The provision for credit losses on loans reflects the increase in total loans receivable partially offset by a reduction in classified loans that were downgraded based on the COVID-19 pandemic and improved economic factors on credit-deterioration used to calculate the ACLL primarily related to the COVID-19 pandemic as compared to the same time last year. For the three months ended March 31, 2022, the provision for credit losses on unfunded commitments was $191,000, compared to a recovery of $9,000 for the three months ended March 31, 2021. The increase was attributable to a change in methodology as a result of the adoption of CECL, as well as increases in total unfunded commitments during the period. During the three months ended March 31, 2022, net charge-offs totaled $263,000, compared to $297,000 for the same period last year. The slight decrease in net charge-offs was primarily due to decreased commercial business loan charge-offs.

Noninterest income decreased $7.2 million, to $5.9 million, for the three months ended March 31, 2022, from $13.0 million for the three months ended March 31, 2021. The decrease during the period primarily reflects a $7.8 million decrease in gain on sale of loans due primarily to a reduction in origination and sales volume of loans HFS and a reduction in gross margins of sold loans, partially offset by a $419,000 increase in other noninterest income, primarily due to proceeds received from a bank owned life insurance policy of $482,000, a $248,000 increase in service charges and fee income as a result of less amortization of mortgage servicing rights reflecting increased market interest rates and increased servicing fees from non-portfolio loans.

Noninterest expense increased $2.7 million, to $19.1 million for the three months ended March 31, 2022, from $16.3 million for the three months ended March 31, 2021. The increase in noninterest expense primarily reflects a $2.0 million decrease in the recovery of servicing rights, from $2.1 million in the first quarter of 2021 to $1,000 the first quarter of 2022. Additional increases in noninterest expense include $363,000 in salaries and benefits, and $171,000 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 provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals in Western Washington through its 21 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 Tri-Cities, and our newest lending office in Vancouver, Washington. The Bank services home mortgage customers throughout Washington State with an emphasis in the Puget Sound and Tri-Cities home lending markets.

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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 ​

FS Bancorp Q1 Earnings April 28, 2022 Page 7 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: potential adverse impacts to 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, generally, resulting from the COVID-19 pandemic and any governmental or societal responses thereto; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within 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; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; legislative and regulatory changes, including as a result of the COVID-19 pandemic; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with 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 specifically disclaims 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 the Company’s actual results for 2022 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of the Company and could negatively affect its operating and stock performance.

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FS Bancorp Q1 Earnings April 28, 2022 Page 8 FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts) (Unaudited)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	Linked	​	Year	​
​	​	March 31,		​	December 31,		​	March 31,		​	Quarter	​	Over Year	​
​		2022			2021			2021			% Change		% Change	​
ASSETS	​	​		​	​		​	​		​	​	​	​	​
Cash and due from banks	​	$	12,014	​	$	12,043	​	$	10,982	​	NM	​	9	​
Interest-bearing deposits at other financial institutions	​		17,592	​		14,448	​		74,464	​	22	​	(76)	​
Total cash and cash equivalents	​		29,606	​		26,491	​		85,446	​	12	​	(65)	​
Certificates of deposit at other financial institutions	​		8,177	​		10,542	​		12,278	​	(22)	​	(33)	​
Securities available-for-sale, at fair value	​		263,306	​		271,359	​		201,311	​	(3)	​	31	​
Securities held-to-maturity, net	​	​	7,428	​	​	7,500	​	​	7,500	​	(1)	​	(1)	​
Loans held for sale, at fair value	​		42,068	​		125,810	​		156,281	​	(67)	​	(73)	​
Loans receivable, net	​		1,797,663	​		1,728,540	​		1,593,060	​	4	​	13	​
Accrued interest receivable	​		8,436	​		7,594	​		7,429	​	11	​	14	​
Premises and equipment, net	​		26,116	​		26,591	​		26,798	​	(2)	​	(3)	​
Operating lease right-of-use	​	​	5,172	​	​	4,557	​	​	5,085	​	13	​	2	​
Federal Home Loan Bank (“FHLB”) stock, at cost	​		4,666	​		4,778	​		6,475	​	(2)	​	(28)	​
Deferred tax asset, net	​	​	2,611	​	​	—	​	​	164	​	NM	​	1,492	​
Bank owned life insurance (“BOLI”), net	​		36,890	​		37,092	​		36,440	​	(1)	​	1	​
Servicing rights, held at the lower of cost or fair value	​		18,041	​		16,970	​		15,735	​	6	​	15	​
Goodwill	​		2,312	​		2,312	​		2,312	​	—	​	—	​
Core deposit intangible, net	​		3,887	​		4,060	​		4,574	​	(4)	​	(15)	​
Other assets	​		17,554	​		12,195	​		14,698	​	44	​	19	​
TOTAL ASSETS	​	$	2,273,933	​	$	2,286,391	​	$	2,175,586	​	(1)	​	5	​
LIABILITIES	​			​			​	​	​	​	​	​	​	​
Deposits:	​			​			​	​	​	​	​	​	​	​
Noninterest-bearing accounts	​	$	475,142	​	$	459,522	​	$	414,390	​	3	​	15	​
Interest-bearing accounts	​		1,444,646	​		1,456,222	​		1,366,403	​	(1)	​	6	​
Total deposits	​		1,919,788	​		1,915,744	​		1,780,793	​	NM	​	8	​
Borrowings	​		35,528	​		42,528	​		72,528	​	(16)	​	(51)	​
Subordinated notes:	​		​	​		​	​	​	​	​	​	​	​	​
Principal amount	​		50,000	​		50,000	​		50,000	​	—	​	—	​
Unamortized debt issuance costs	​		(589)	​		(606)	​		(656)	​	(3)	​	(10)	​
Total subordinated notes less unamortized debt issuance costs	​		49,411	​		49,394	​		49,344	​	NM	​	NM	​
Operating lease liability	​	​	5,406	​	​	4,792	​	​	5,285	​	13	​	2	​
Deferred tax liability, net	​		—	​		1,183	​	​	—	​	(100)	​	—	​
Other liabilities	​		27,850	​		25,243	​		27,325	​	10	​	2	​
Total liabilities	​		2,037,983	​		2,038,884	​		1,935,275	​	NM	​	5	​
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; 8,067,211 shares issued and outstanding at March 31, 2022, 8,169,887 at December 31, 2021, and 8,466,080 at March 31, 2021	​	​	81	​	​	82	​	​	85	​	(1)	​	(5)	​
Additional paid-in capital	​		65,035	​		67,958	​		81,537	​	(4)	​	(20)	​
Retained earnings	​		184,748	​		179,215	​		157,193	​	3	​	18	​
Accumulated other comprehensive (loss) income, net of tax	​		(13,914)	​		252	​		1,721	​	(5,621)	​	(908)	​
Unearned shares – Employee Stock Ownership Plan (“ESOP”)	​		—	​		—	​		(225)	​	—	​	(100)	​
Total stockholders’ equity	​		235,950	​		247,507	​		240,311	​	(5)	​	(2)	​
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	​	$	2,273,933	​	$	2,286,391	​	$	2,175,586	​	(1)	​	5	​

Share data has been adjusted for all periods to reflect the two-for-one stock split effective July 14, 2021. ​

FS Bancorp Q1 Earnings April 28, 2022 Page 9 FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts) (Unaudited)

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​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended								​	Qtr	​	Year
​	​	March 31,		​	December 31,		​	March 31,		​	Over Qtr	​	Over Year
​		2022			2021			2021			% Change		% Change
INTEREST INCOME	​	​	​	​	​	​	​	​	​	​	​	​	​
Loans receivable, including fees	​	$	23,047	​	$	23,199	​	$	21,534	​	(1)	​	7
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions	​		1,579	​		1,587	​		1,250	​	(1)	​	26
Total interest and dividend income	​		24,626	​		24,786	​		22,784	​	(1)	​	8
INTEREST EXPENSE	​		​	​		​	​		​	​	​	​	​
Deposits	​		1,285	​		1,448	​		1,982	​	(11)	​	(35)
Borrowings	​		133	​		179	​		446	​	(26)	​	(70)
Subordinated notes	​		486	​		485	​		256	​	NM	​	90
Total interest expense	​		1,904	​		2,112	​		2,684	​	(10)	​	(29)
NET INTEREST INCOME	​		22,722	​		22,674	​		20,100	​	NM	​	13
PROVISION (BENEFIT) FOR CREDIT LOSSES	​	​	1,043	​	​	(1,000)	​	​	1,500	​	(204)	​	(30)
NET INTEREST INCOME AFTER PROVISION (BENEFIT) FOR CREDIT LOSSES	​		21,679	​		23,674	​		18,600	​	(8)	​	17
NONINTEREST INCOME	​	​	​	​	​	​	​	​	​	​	​	​	​
Service charges and fee income	​		1,013	​		1,323	​		765	​	(23)	​	32
Gain on sale of loans	​		3,857	​		6,121	​		11,685	​	(37)	​	(67)
Earnings on cash surrender value of BOLI	​		217	​		219	​		214	​	(1)	​	1
Other noninterest income	​		789	​		232	​		370	​	240	​	113
Total noninterest income	​	​	5,876	​	​	7,895	​	​	13,034	​	(26)	​	(55)
NONINTEREST EXPENSE	​	​		​			​	​	​	​	​	​	​
Salaries and benefits	​	​	11,972	​		13,390	​	​	11,609	​	(11)	​	3
Operations	​	​	2,479	​	​	3,031	​	​	2,467	​	(18)	​	0
Occupancy	​		1,223	​		1,300	​		1,139	​	(6)	​	7
Data processing	​		1,360	​		1,132	​		1,307	​	20	​	4
Loss on sale of OREO	​		—	​		—	​		9	​	—	​	NM
Loan costs	​		523	​		782	​		524	​	(33)	​	NM
Professional and board fees	​		993	​		816	​		822	​	22	​	21
Federal Deposit Insurance Corporation (“FDIC”) insurance	​		157	​		145	​		248	​	8	​	(37)
Marketing and advertising	​	​	188	​	​	205	​	​	97	​	(8)	​	94
Amortization of core deposit intangible	​		173	​		160	​		177	​	8	​	(2)
Recovery of servicing rights	​		(1)	​		(2)	​		(2,050)	​	(50)	​	(100)
Total noninterest expense	​		19,067	​		20,959	​	​	16,349	​	(9)	​	17
INCOME BEFORE PROVISION FOR INCOME TAXES	​		8,488	​		10,610	​	​	15,285	​	(20)	​	(44)
PROVISION FOR INCOME TAXES	​		1,618	​		1,961	​		3,402	​	(17)	​	(52)
NET INCOME	​	$	6,870	​	$	8,649	​	$	11,883	​	(21)	​	(42)
Basic earnings per share	​	$	0.83	​	$	1.04	​	$	1.39	​	(20)	​	(40)
Diluted earnings per share	​	$	0.81	​	$	1.01	​	$	1.35	​	(20)	​	(40)

Share and per share data has been adjusted for all periods to reflect the two-for-one stock split effective July 14, 2021.

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FS Bancorp Q1 Earnings April 28, 2022 Page 10

​	​	​	​	​	​	​	​
KEY FINANCIAL RATIOS AND DATA (Unaudited)	​	​	​	​	​	​	​
​	​	At or For the Three Months Ended					​
​	​	March 31,	​	December 31,	​	March 31,	​
​		2022	​	2021	​	2021	​
PERFORMANCE RATIOS:	​	​	​		​	​	​
Return on assets (ratio of net income to average total assets) ^(1)^	​	1.23	%	1.54	%	2.26	%
Return on equity (ratio of net income to average equity) ^(1)^	​	11.09	​	14.07	​	21.01	​
Yield on average interest-earning assets ^(1)^	​	4.60	​	4.59	​	4.52	​
Average total cost of funds ^(1)^	​	0.39	​	0.43	​	0.58	​
Interest rate spread information – average during period	​	4.21	​	4.16	​	3.94	​
Net interest margin ^(1)^	​	4.24	​	4.20	​	3.99	​
Operating expense to average total assets^(1)^	​	3.41	​	3.72	​	3.11	​
Average interest-earning assets to average interest-bearing liabilities	​	142.54	​	141.28	​	137.59	​
Efficiency ratio ^(2)^	​	66.67	​	68.57	​	49.34	​

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​	​	​	​	​	​	​	​
​	​	March 31,	​	December 31,	​	March 31,	​
​		2022	​	2021	​	2021	​
ASSET QUALITY RATIOS AND DATA:	​	​	​	​	​	​	​
Non-performing assets to total assets at end of period ^(3)^	​	0.30	%	0.25	%	0.43	%
Non-performing loans to total gross loans ^(4)^	​	0.37	​	0.33	​	0.57	​
Allowance for credit losses - loans to non-performing loans ^(4)^	​	343.65	​	440.24	​	295.12	​
Allowance for credit losses - loans to gross loans receivable, excluding HFS loans	​	1.28	​	1.46	​	1.69	​
​	​	​	​	​	​	​	​
CAPITAL RATIOS, BANK ONLY:	​	​	​	​	​	​	​
Community Bank Leverage Ratio	​	12.20	%	12.16	%	11.82	%
​	​	​	​	​	​	​	​
CAPITAL RATIOS, COMPANY ONLY:	​	​	​	​	​	​	​
Tier 1 leverage-based capital	​	10.76	%	10.78	%	10.91	%

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​	​	​	​	​	​	​	​	​	​	​
​	​	At or For the Three Months Ended								​
​	​	​	March 31,	​	December 31,		​	March 31,		​
(Post stock split adjusted)		2022			2021			2021		​
PER COMMON SHARE DATA:	​	​	​	​	​	​	​	​	​	​
Basic earnings per share	​	$	0.83	​	$	1.04	​	$	1.39	​
Diluted earnings per share	​	$	0.81	​	$	1.01	​	$	1.35	​
Weighted average basic shares outstanding	​		8,145,138	​	​	8,186,775	​	​	8,430,752	​
Weighted average diluted shares outstanding	​		8,294,966	​	​	8,381,775	​	​	8,678,168	​
Common shares outstanding at end of period	​		7,945,539	^(5)^​	​	8,048,215	^(6)^​	​	8,317,014	^(7)^​
Book value per share using common shares outstanding	​	$	29.70	​	$	30.75	​	$	28.90	​
Tangible book value per share using common shares outstanding^(8)^	​	$	28.92	​	$	29.96	​	$	28.07	​

Share and per share data has been adjusted for all periods to reflect the two-for-one stock split effective July 14, 2021.

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(1)	Annualized.
(2)	Total noninterest expense as a percentage of net interest income and total noninterest income.
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(3)	Non-performing assets consist of non-performing loans (which include non-accruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.
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(4)	Non-performing loans consist of non-accruing loans and accruing loans 90 days or more past due.
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(5)	Common shares were calculated using shares outstanding of 8,067,211 at March 31, 2022, less 121,672 unvested restricted stock shares.
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(6)	Common shares were calculated using shares outstanding of 8,169,887 at December 31, 2021, less 121,672 unvested restricted stock shares.
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(7)	Common shares were calculated using shares outstanding of 8,466,080 at March 31, 2021, less 110,184 unvested restricted stock shares, and 38,882 unallocated ESOP shares.
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(8)	Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure. See also, “Non-GAAP Financial Measures” below.
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FS Bancorp Q1 Earnings April 28, 2022 Page 11

​	​	​	​	​	​	​	​	​
(Dollars in thousands)	​	For the Three Months Ended March 31,					​	Year Over Year
Average Balances		2022			2021			Change
Assets	​	​	​	​	​	​	​	​
Loans receivable ^(1)^		$	1,834,443		$	1,717,050	​
Securities available-for-sale, at fair value	​		278,608	​		183,719	​	​
Securities held-to-maturity	​	​	7,500	​	​	7,500	​	​
Interest-bearing deposits and certificates of deposit at other financial institutions	​		48,672	​		127,382	​	​
FHLB stock, at cost	​		4,302	​		7,247	​	​
Total interest-earning assets	​		2,173,525	​		2,042,898	​	​
Noninterest-earning assets	​		96,746	​		87,700	​	​
Total assets		$	2,270,271		$	2,130,598	​
Liabilities and stockholders’ equity	​	​	​	​	​	​	​	​
Interest-bearing accounts		$	1,444,380		$	1,326,329	​
Borrowings	​		31,006	​		130,174	​	​
Subordinated notes	​		49,400	​		28,248	​	​
Total interest-bearing liabilities	​		1,524,786	​		1,484,751	​	​
Noninterest-bearing accounts	​		462,808	​		387,918	​	​
Other noninterest-bearing liabilities	​		31,355	​		28,519	​	​
Stockholders’ equity	​		251,322	​		229,410	​	​
Total liabilities and stockholders’ equity		$	2,270,271		$	2,130,598	​

All values are in US Dollars.

(1) Includes loans held for sale.

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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 contains tangible book value per share, a non-GAAP financial measure. Tangible common stockholders’ equity is calculated by excluding intangible assets from stockholders’ equity. For this financial measure, the Company’s intangible assets are goodwill and core deposit intangible. Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding. The Company believes that this non-GAAP measure is consistent with the capital treatment utilized by the investment community, which excludes intangible assets from the calculation of risk-based capital ratios and presents this measure to facilitate comparison of the quality and composition of the Company's capital over time and in comparison to its competitors.

This non-GAAP financial measure has inherent limitations, is not required to be uniformly applied, and is not audited. Further, this non-GAAP financial measure should not be considered in isolation or as a substitute for book value per share or total stockholders' equity determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies.

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FS Bancorp Q1 Earnings April 28, 2022 Page 12 Reconciliation of the GAAP book value per share and non-GAAP tangible book value per share is presented below.

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​	​	​	​	​	​	​	​	​	​
​	​	March 31,		​	December 31,		​	March 31,
(Dollars in thousands, except share and per share amounts)		2022			2021			2021
Stockholders' equity		$	235,950	​	$	247,507	​	$	240,311
Goodwill and core deposit intangible, net	​	​	(6,199)	​	​	(6,372)	​	​	(6,886)
Tangible common stockholders' equity		$	229,751	​	$	241,135	​	$	233,425
​	​	​	​	​	​	​	​	​	​
Common shares outstanding at end of period	​		7,945,539	​		8,048,215	​		8,317,014
​	​	​	​	​	​	​	​	​	​
Common stockholders' equity (book value) per share (GAAP)		$	29.70	​	$	30.75	​	$	28.90
Tangible common stockholders' equity (tangible book value) per share (non-GAAP)		$	28.92	​	$	29.96	​	$	28.07

Share and per share data has been adjusted for all periods to reflect the two-for-one stock split effective July 14, 2021.

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

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