FS Bancorp : Proxy Statement

F S BANCORP

220 South Detroit Street

LaGrange, Indiana 46761

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 11, 2022

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of F S Bancorp (the "Corporation") of proxies for use at the Annual Meeting of Shareholders of the Corporation to be held on May 11, 2022, at 6:00 P.M., at the LaGrange American Legion, 100 Industrial Parkway, LaGrange, Indiana. Only Shareholders of record at the close of business on March 8, 2022, will be entitled to notice of, and to vote at, the annual meeting.

The cost of soliciting Proxies will be borne by the Corporation. In addition to use of the mails, Proxies may be solicited personally or by telephone by officers, directors and certain employees who will not be specially compensated for such soliciting.

For the matters to be voted on at this Annual Shareholders' Meeting, each share is entitled to one vote. The presence, in person or by proxy, of a majority of the outstanding shares of common stock is necessary to constitute a quorum for the Annual Meeting.

The nominees for election as Director of the Corporation named in this Proxy Statement will be elected by a plurality of the votes cast, that is the nominees receiving the greatest number of affirmative votes cast will be elected. Action on the other items or matters to be presented at the Annual Meeting will be approved if the votes cast in favor of the action exceed the votes cast opposing the action.

As of March 8, 2022, the Corporation had issued and outstanding 4,341,876 shares of Common Stock.

PURPOSE OF THE MEETING

The following matters will be taken up at the meeting:

1. Election of three (3) Class C Directors to serve three (3) year terms expiring at the Annual Meeting of Shareholders in 2025;
2. Any other business as may properly be brought before the meeting or any adjournment thereof.

Any Shareholder giving a Proxy has the right to revoke it at any time before it is exercised. Therefore, execution of the Proxy will not affect the Shareholder's right to vote in person if he or she attends the meeting. Revoking your proxy may be accomplished by (i) attending the Annual Meeting, filing a written notice of revocation with the Secretary of the Annual Meeting and voting in person; (ii) executing a written instrument revoking the proxy and delivering it to the Secretary of the Corporation prior to the Annual Meeting; or (iii) executing

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and delivering a later dated proxy to the Secretary of the Corporation prior to the Annual Meeting.

Proxies in the accompanying form, when properly executed, will be voted in the manner so directed by the authorized Shareholder(s). If no direction is made, proxies, if properly executed, will be voted "FOR" each of the proposals set forth below. In their discretion, the proxies are authorized to vote on any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. At the present time, the Board of Directors knows of no other business to be presented at the meeting.

ITEM 1. ELECTION OF DIRECTORS

The Articles of Incorporation provide that the Directors of the Corporation are to be divided into three classes denoted as Class A, Class B and Class C. At each Annual Shareholders' Meeting, Directors (from either Class A, Class B, or Class C, as appropriate) shall be elected for a term of three years, to succeed those Directors whose term shall expire at such meeting.

The term of office of the Class A Directors, none of whom will be voted on at this meeting, shall expire at the Annual Shareholders' Meeting in 2024. The term of office of the Class B Directors, none of whom will be voted on at this meeting, shall expire at the Annual Shareholders' Meeting in 2023.

The term of office of the Class C Directors, all three of whom have been nominated for election as Directors for a term of three years to expire in 2025, shall expire at the Annual Meeting of Shareholders on May 11, 2022.

It is the intention of the persons named in the enclosed proxy form to vote, if authorized, the proxies for the election as Directors, of the two persons named below as nominees. Both of the nominees are now Directors of the Corporation.

In the event any nominee declines or is unable to serve as a Director (which is not expected) the persons named in the accompanying proxy will vote for another nominee, or nominees, according to their best judgment and the best interest of the Corporation.

The following table sets forth with respect to each nominee for Director, his or her principal occupation, other positions he or she holds with the Corporation, if any, and the year in which he or she first became a Director of the Corporation.

THE NOMINEES FOR ELECTION OF CLASS C DIRECTORS AT THE ANNUAL MEETING TO BE HELD MAY 11, 2022 FOR THE TERM EXPIRING AT THE 2025 ANNUAL MEETING:

ROGER A. BIRD- Age: 70. Mr. Bird resides in Sturgis, Michigan. He has been a Director of the Corporation and Farmers State Bank since January 1, 1997, and he is Chairman of the Board of the Corporation and Farmers State Bank. Mr. Bird is a member of the legal firm Bird, Scheske, Reed & Beemer P.C., in Sturgis, Michigan. He has practiced law there since 1974 when he graduated from Notre Dame School of Law.

KERRY G. SPRUNGER- Age: 65. Mr. Sprunger is a retired Executive Vice President of Farmers State Bank. He has lived in the Topeka Indiana area all of his life. He was employed

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by Farmers State Bank in 1996 and became the Bank's chief lending officer in 2002 until he retired in March 2018. He has been a Director of the Corporation and Farmers State Bank since February 2017. Mr. Sprunger is a graduate of the Barret School of Banking Memphis Tennessee.

JOSEPH URBANSKI- Age: 46. Mr. Urbanski is President and CEO of Farmers State Bank and President and CEO of the Corporation. He lives in Middlebury, Indiana. He has been a Director of the Corporation and Farmers State Bank since June of 2016 when he became the President of the Bank. Mr. Urbanski became the CEO of the Bank and the President and CEO of the Corporation in January of 2017. He joined the Bank in 2007 to become the Chief Financial Officer of the Bank following a career with Crowe Horwath LLP, now Crowe LLP, as a CPA serving the financial services industry. He graduated from Indiana University South Bend in 1998.

The Board of Directors believes that the proven business acumen, past experience within and outside of the Corporation and the Bank, and ongoing involvement in the community of the above nominees for Director, make these individuals valuable members of the Board of Directors of the Corporation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NOMINEES.

CLASS B DIRECTORS, WHOSE TERMS EXPIRE AT THE 2023 ANNUAL MEETING:

RODNEY M. PERKINS- Age: 61. Mr. Perkins resides in LaGrange, Indiana. He has been a Director of the Corporation and Farmers State Bank since January 1, 2011. Mr. Perkins is the co-owner of Perkins Twin Creek Farms.

JORDI DISLER- Age: 51. Mrs. Disler resides in Churubusco, Indiana. She has been a Director of the Corporation and Farmers State Bank since January 2018. She received her bachelor's degree in nursing from Marian University and her master's degree from Purdue University in Fort Wayne. She has worked in healthcare for over 30 years and currently serves as president of Parkview LaGrange Hospital.

FREEMAN "FRITZ" SCHLABACH- Age: 46. Mr. Schlabach resides in Millersburg, Indiana. He has been a Director of the Corporation and Farmers State Bank since January 2018. He has been involved in the recreational vehicle and mobile home industry since 1995. He is the owner and President of Rock Run Industries LLC ("Rock Run") in Millersburg, Indiana. Mr. Schlabach is also the owner of Rock Run Real Estate LLC, and he is the President of the Board of Rock Run Youth Park.

CLASS A DIRECTORS, WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING:

WINFORD JONES- Age: 72. Mr. Jones resides in LaGrange, Indiana, near Emma. He has been a Director of the Corporation and Farmers State Bank since February 1992, and he is Treasurer of the Corporation and Secretary of Farmers State Bank. Mr. Jones is President and co- owner of Yoder's Shipshewana Hardware in Shipshewana, Indiana, Yoder's Bremen Hardware in Bremen, Indiana, and Double J Sturgis Ventures LLC in Sturgis, Michigan.

KEVIN LAMBRIGHT- Age: 63. Mr. Lambright resides in Shipshewana, Indiana. He has been a Director of the Corporation and Farmers State Bank since January 1, 2012. Mr. Lambright is the owner of KC Squared Farms, LLC.

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OTHER MATTERS

The Annual Meeting is called for the purposes set forth in the Notice. The Board of Directors of the Corporation does not know of any matters for action by Shareholders at such meeting other than the matters described in the Notice. However, the enclosed proxy will confer discretionary authority to vote in accordance with the recommendations of Management of the Corporation with respect to matters which are not known to the Board of Directors at the time of the printing hereof and which may properly come before the meeting.

DATED: March 8, 2022

Pursuant to order of

Board of Directors,

Roger A. Bird

Chairman

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