8-K

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): January 22, 2016

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, Suite 200, 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))

Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2016, FS Bancorp, Inc. (the “Company”) announced that 1st Security Bank of Washington (“1st Security Bank”), the wholly owned subsidiary of the Company, had completed the previously announced purchase of four branches of Bank of America.  The four branch locations are located in the communities of Port Angeles (8th Street), Sequim, Port Townsend and Hadlock, Washington.  In connection with the purchase, 1st Security Bank acquired approximately $189 million in deposits and less than $500,000 in loans based on January 20, 2016 financial information and subject to a post-closing confirmation and adjustment.  The purchase was finalized following the close of business on January 22, 2016, and the branches were converted to 1st Security Bank branches immediately thereafter during the weekend of January 23-24, 2016. The acquired branches opened as 1st Security Bank branches on the morning of January 25, 2016. Also on January 25, 2016, the Company published a news release announcing completion of the acquisition. A copy of the news release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)   Financial Statement of Business Acquired. To the extent that financial statements required by this item have not been waived by the staff of the Securities and Exchange Commission, such financial statements will be filed in an amendment to this report no later than April 8, 2016.

(b)   Pro Forma Financial Information. To the extent that pro forma financial information required by this item has been waived by the staff of the Securities and Exchange Commission, such pro forma financial information will not be contained in an amendment to this report.

(c)   Shell Company Transactions. Not applicable.

(d)   Exhibits.

The following exhibit is being filed herewith and this list shall constitute the exhibit index:

Exhibit No.	Description
99.1	Press Release dated January 25, 2016

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: January 25, 2016	FS BANCORP, INC.
	/s/Matthew D. Mullet
	Matthew D. Mullet
	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99

Exhibit 99.1

Contact:   Joseph C. Adams,

Chief Executive Officer

      Matthew D. Mullet,

Chief Financial Officer

                      (425) 771-5299

                      www.FSBWA.com

1st Security Bank Announces Completion of Branch Acquisition

Mountlake Terrace, WA – January 25, 2016 – FS Bancorp, Inc. (NASDAQ:FSBW), the holding company for 1st Security Bank of Washington (“1st Security Bank”), announced today that 1st Security Bank has completed the previously announced purchase of four branches of Bank of America.  The four branch locations are located in the communities of Port Angeles (8th Street), Sequim, Port Townsend and Hadlock, Washington.  In connection with the purchase, 1st Security Bank acquired approximately $189 million in deposits and less than $500,000 in loans.

“We are pleased to welcome our new customers and employees to 1st Security Bank,” said Joe Adams, Chief Executive Officer of FS Bancorp, Inc. and 1st Security Bank. “The completion of this transaction serves to expand our Puget Sound-focused retail footprint onto the Olympic Peninsula and gives us a great opportunity to extend our unique brand of community banking into those communities.”

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 seven branches in communities in the greater Puget Sound area.  The Bank services home mortgage customers throughout Washington State with an emphasis in the Puget Sound and Tri-Cities markets.  1st Security Bank received an “outstanding” rating on its last Community Reinvestment Act examination.  The Bank was also rated the #1 Bank based in Washington by Banker’s Caddy, an independent bank rating firm, as reported in the Puget Sound Business Journal on March 11, 2015. Most recently 1st Security Bank was named a Bronze Medal winner (3rd place) in its class in the Puget Sound Business Journal’s 2015 Washington’s Best Workplaces contest.

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 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 our actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: expected revenues, cost savings, synergies and other benefits from the proposed branch acquisition by 1st Security Bank, might not be realized within the expected time frames or at all and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; the requisite regulatory approvals for the acquisition might not be obtained; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; our ability to execute our plans to grow our residential construction lending, our mortgage banking operations and our warehouse lending and the geographic expansion of our indirect home improvement lending; secondary market conditions for loans and our ability to sell loans in the secondary market; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the SEC-which are available on our website at www.fsbwa.com and on the SEC's website at www.sec.gov.

Any of the forward-looking statements that we make 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 wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim 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 our actual results for 2016 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us and could negatively affect our operating and stock performance.