FS Bancorp, Inc. 8-K

What Happened

• FS Bancorp, Inc. announced on February 25, 2026 that it entered into a definitive agreement to merge with Pacific West Bancorp (Pacific West). Under the agreement, Pacific West will be merged into FS Bancorp, and Pacific West’s bank subsidiary (Pacific West Bank) will be merged into FS Bancorp’s bank, 1st Security Bank of Washington.
• Aggregate consideration to Pacific West shareholders is 430,176 shares of FS Bancorp common stock plus $16,832,742 in cash. Based on FS Bancorp’s $41.26 closing share price on Feb. 25, 2026, the transaction value is about $34.6 million (≈ $12.52 per Pacific West share). After closing, Pacific West shareholders would hold roughly 5.4% of FS Bancorp’s outstanding common stock.

Key Details

• Agreement date: February 25, 2026; expected closing: third quarter of 2026 (subject to conditions).
• Consideration: 430,176 FS Bancorp shares + $16,832,742 cash; Pacific West shareholders may elect cash or stock subject to proration.
• Corporate structure change: Pacific West Bank will be merged into 1st Security Bank of Washington (FS Bancorp’s bank subsidiary).
• Closing requires customary conditions, including regulatory approvals and approval by Pacific West shareholders; FS Bancorp will file a Form S-4 (proxy/prospectus) with the SEC.

Why It Matters

• This is an acquisition-driven growth move: the deal expands FS Bancorp’s franchise by combining Pacific West’s operations into FS Bancorp’s bank subsidiary and issues stock plus cash consideration.
• For investors, material points are the dilution/ownership impact (Pacific West holders ≈5.4% of shares post-close), the cash and share mix of the consideration, the expected timing (Q3 2026), and the regulatory and shareholder approvals required before closing.
• The filing also includes standard forward-looking statements warning that anticipated benefits, synergies, timing and approvals are subject to risks and may not occur as planned.