FS Bancorp, Inc. and Pacific West Bancorp to Merge (Form 8-K)

FS Bancorp, Inc. and Pacific West Bancorp to Merge

MOUNTLAKE TERRACE, Wash., Feb. 25, 2026 (GLOBE NEWSWIRE) -- FS Bancorp, Inc. ("FS Bancorp") (NASDAQ: FSBW) and Pacific West Bancorp ("Pacific West") (OTCPK: PWBK) announced today the signing of a definitive merger agreement and plan of merger (the "Agreement") whereby Pacific West will merge into FS Bancorp in a stock and cash transaction valued at approximately $34.6 million. As of December 31, 2025, on a pro forma consolidated basis, the combined company would have approximately $3.6 billion in assets, $3.0 billion in loans, $3.0 billion in deposits, and 31 branch locations throughout the Pacific Northwest.

Pacific West, headquartered in West Linn, Oregon, is the holding company for Pacific West Bank, with approximately $386 million in assets as of December 31, 2025. Pacific West Bank primarily serves the Greater Portland metropolitan area with four branch locations in Portland, Vancouver, West Linn, and Lake Oswego.

Matthew Mullet, President of FS Bancorp and Chief Executive Officer of 1st Security Bank of Washington, commented, "This partnership with Pacific West represents a compelling step forward in our continued expansion across the Pacific Northwest. Pacific West has built a customer focused commercial banking franchise with deep roots in the Portland-Vancouver metro area. Combining our organizations brings together complementary strengths that enhance our ability to serve our customers and communities."

Jason Wessling, President and Chief Executive Officer of Pacific West, stated, "We are excited to join FS Bancorp, a company that shares our commitment to relationship banking and community engagement. This merger provides Pacific West with access to broader capital resources, enhanced technology, and a wider suite of products and services that will benefit our customers, employees, and the communities we serve."

Under terms of the Agreement, the aggregate consideration will consist of 430,176 shares of FS Bancorp common stock and $16,832,742 in cash. Pacific West shareholders will have the right to elect shares of FS Bancorp common stock or cash, subject to proration as provided in the Agreement. Based on the closing price of FS Bancorp common stock of $41.26 on February 25, 2026, the consideration value for Pacific West was $34.6 million, or approximately $12.52 per share. Upon completion of the merger, Pacific West shareholders would hold, in aggregate, approximately 5.4% of FS Bancorp's outstanding common stock.

The transaction is expected to be immediately accretive to FS Bancorp's earnings per share, with projected 2027 EPS accretion of 7.4%, and dilutive to FS Bancorp's tangible book value with projected TBV dilution at close of 2.2% and an earnback period of approximately 2.4 years.

The boards of directors of FS Bancorp and Pacific West have unanimously approved the proposed merger. The closing is expected to occur in the third quarter of 2026 and is subject to customary closing considerations, including obtaining approval by Pacific West's shareholders and bank regulatory authorities.

D.A. Davidson & Co. served as financial advisor to FS Bancorp and Breyer & Associates PC served as legal counsel. Raymond James & Associates, Inc. served as financial advisor to Pacific West and Buchalter APC served as legal counsel.

About FS Bancorp, Inc.

FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon. It operates through 27 Bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities. These offices are in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington.

About Pacific West Bancorp

Pacific West Bank was formed in 2004 by local businesspeople to deliver loan and deposit product solutions through experienced and professional bankers to businesses, nonprofits, professionals, and individuals. The Bank serves the greater Portland-Vancouver Metro area with offices strategically located in Downtown Portland, Lake Oswego, West Linn, and Vancouver, WA.