FS Bancorp Inc美股招股说明书(2026-07-15版)

To the Shareholders of Pacific West Bancorp: You are cordially invited to attend the special meeting of shareholders of Pacific West Bancorp, which we refer to as Pacific West. Thespecial meeting will be held in lieu of Pacific West’s annual meeting of shareholders on August 13, 2026, at 2:00p.m., Pacific Time at Pacific West’scorporate offices, located at 1300 SW Fifth Avenue, Suite 900, Portland, Oregon 97201. As described in the accompanying proxy statement/prospectus, the board of directors of Pacific West has approved a merger agreement thatprovides for the merger of Pacific West with and into FS Bancorp, with FS Bancorp being the surviving corporation. We are seeking your vote on thisimportant transaction, as well as any other matters that may be considered at the special meeting. If the merger is completed, each share of Pacific West common stock outstanding immediately prior to the effective time of the merger willbe converted into the right to receive, at the holder’s election, either cash, which we refer to as the cash consideration, or shares of FS Bancorpcommon stock together with cash in lieu of a fractional share of FS Bancorp common stock, which we refer to as the stock consideration. Shortlyafter the merger, Pacific West’s wholly owned banking subsidiary, Pacific West Bank, will be merged with and into FS Bancorp’s subsidiary bank, 1stSecurity Bank of Washington, with 1st Security Bank as the resultant bank. As a Pacific West shareholder, you will have the opportunity to elect theform of consideration to be received for all shares of Pacific West common stock held by you, subject to the allocation and proration procedures setforth in the merger agreement and described in this proxy statement/prospectus. These allocation procedures are intended to allocate the aggregatemerger consideration, which consists of $16,832,742 in cash and 430,176 shares of FS Bancorp common stock, among Pacific West’s shareholders inthe event of any oversubscription of the cash or stock. The form of the merger consideration ultimately received by you will depend upon theseprocedures, which are described in this proxy statement/prospectus, and the choices of other Pacific West shareholders and, as a result, may bedifferent from what you elect. You should obtain current stock quotations for FS Bancorp common shares and Pacific West common shares. FS Bancorp common sharestrade on the Nasdaq Capital Market under the symbol “FSBW” and Pacific West common shares are reported on the OTCID Basic Market under thesymbol “PWBK.” The merger agreement provides that the amount of the cash consideration and the amount of stock consideration will be as equal in value atthe time of the merger as possible, with shares of FS Bancorp common stock valued utilizing the volume-weighted average trading price of FSBancorp common stock for the 10 trading days ending on the last trading day immediately preceding the closing date of the merger, which we referto as the Closing FS Bancorp Share Value. Therefore, the value of the aggregate merger consideration, the amount of the cash consideration per shareof Pacific West common stock, and the number of shares of stock consideration per share of Pacific West common stock, will fluctuate between thedate of this proxy statement/prospectus and the completion of the merger based upon the market value of FS Bancorp common stock. Based on theClosing FS Bancorp Share Value on Nasdaq of $41.69 for the 10 trading days preceding February 25, 2026, the day the merger agreement wassigned, the aggregate merger consideration, including the cash and stock components, was valued at $34,768,250, and if the merger had beencompleted on that day, the amount of the cash consideration would have been $12.64 per share of Pacific West common stock and the stockconsideration would have consisted of 0.3032 shares of FS Bancorp common stock per share of Pacific West common stock. Based on the ClosingFS Bancorp Share Value on Nasdaq of $43.34for the 10 trading days preceding July 10,2026, the latest practicable trading day before the date ofthis proxy statement/prospectus, the aggregate merger consideration was valued at $35,475,066million and if the merger were completed on that day,the amount of the cash consideration would have been $12.90per share of Pacific West common stock and the stock consideration would haveconsisted of 0.2976shares of FS Bancorp common stock per share of Pacific West common stock. You should obtain current market quotations forFS Bancorp’s common stock and consult with your financial and tax advisors before deciding which consideration you elect. We cannot complete the merger unless the holders of a majority of the outstanding Pacific West common shares vote to approve the mergeragreement and as a result, a failure to vote shares in favor of the merger will have the same effect as a vote against the merger. Your vote is thereforevery important. Pacific West will hold its special meeting of