8-K
FS Bancorp, Inc. (FSBW)
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 6, 2022
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-35589 | 45-4585178 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 6920 220th Street SW<br><br> <br>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<br> 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 8.01 Other Events
On April 6, 2022, FS Bancorp, Inc. (“Company”), the holding company for 1st Security Bank of Washington, announced that the Company’s Board of Directors declared a special cash dividend of $0.10 per share, quarterly cash dividend of $0.20 per share and approved an additional $10 million share repurchase plan. Shareholders of the Company’s common stock at the close of business on May 12, 2022 will be entitled to receive both the special and quarterly cash dividends. The special and quarterly cash dividends will both be payable on May 26, 2022. The press release announcing the special and quarterly cash dividends and additional $10 million share repurchase plan is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release of FS Bancorp, Inc. dated April 6,<br> 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 7, 2022 | FS BANCORP, INC. |
|---|---|
| /s/Joseph C. Adams | |
| Joseph C. Adams | |
| Chief Executive Officer |
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Exhibit 99.1
FS Bancorp, Inc. celebrates 10 years as a NASDAQ listed company with a $0.10 special cash dividend
and the approval of an additional $10 million share repurchase plan
Mountlake Terrace, WA - April 6, 2022 - To celebrate ten years as a NASDAQ listed company, the Board of Directors (“Board”) of FS Bancorp, Inc. (“FSBW”), the holding company for 1st Security Bank of Washington, today announced a 10 cent ($0.10) per share special cash dividend. This special dividend in addition to our regular quarterly cash dividend of 20 cents ($0.20) per share will be paid to shareholders of record as of May 12, 2022, and payable on May 26, 2022.
CEO Joe Adams noted, “We are proud of our continued strong performance which we believe demonstrates that a great company culture can lead to outstanding financial results.”
At the same Board meeting, FSBW’s Board of Directors approved an additional $10 million in share repurchases. The new share repurchase authorization supplements the current share repurchase plan approved in August 2021 that has $3.8 million remaining for repurchases.
The special dividend and increased share repurchase plan are a result of our strong 2021 financial performance which includes the following metrics:
Earnings per diluted share of $4.32 per share in 2021
Return on Average Equity of 15.74% in 2021
Return on Average Assets of 1.71% in 2021
Continued dividend increases since 2013, including a 33% annual increase in 2021 from 2020
524,353 shares repurchased in 2021
Growth in Book Value to $30.75 per share as of December 31, 2021, from $27.67 as of December 31, 2020
FSBW’s strong financial metrics combined with our commitment to building a positive company culture led Bank Director Magazine, in its 2022 Ranking Banking study, to nationally recognize FSBW as the # 1 Community Bank with assets under $5 billion, and the #1 Leadership Team for all banks examined, regardless of size.
About FS Bancorp, Inc.
FS Bancorp, Inc., the holding company for 1st Security Bank of Washington, member FDIC and Equal Housing Lender, provides loan and deposit services to customers at its twenty-one branches, and mortgage services at each branch as well as lending offices in the greater Puget Sound area, the Tri-Cities and our newest lending office in Vancouver, WA. FS Bancorp, Inc., a Washington corporation, is the holding company for the Bank.
MEDIA CONTACTS
Donna Jacobson
VP, Director of Marketing, 1st Security Bank
P: 425.697.8086
E: donna.jacobson@fsbwa.com
Joe Adams
CEO, 1st Security Bank
P: 425.697.8048
E: joea@fsbwa.com
Matt Mullet
CFO, 1st Security Bank
P: 425.697.8026
E: mattm@fsbwa.com