S-1/A: FB Bancorp Offers Common Stock to Fidelity Bank 401(k) Participants in Mutual-to-Stock Conversion

FB Bancorp is offering common stock to Fidelity Bank 401(k) participants as part of Fidelity Bank's conversion from a mutual savings bank to a stock savings bank.

Summary

• FB Bancorp, Inc., the to-be holding company of Fidelity Bank, is offering shares of its common stock for sale at $10.00 per share in connection with the mutual to stock conversion of Fidelity Bank.
• Participants in the Fidelity Bank 401(k) Plan are being allowed to invest up to 50% of their account balances in FB Bancorp common stock.
• Based on the 401(k) Plan assets at December 31, 2023, the trustee could purchase up to 3,179,835 shares on behalf of participants.
• FB Bancorp expects its common stock to be listed on the Nasdaq Capital Markets under the symbol FBLA following the stock offering.
• The stock offering is not contingent on FB Bancorp's receipt of certification to list on Nasdaq.
• The interests in the 401(k) Plan and the offering of shares of FB Bancorp common stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal or state agency.
• The securities offered are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a stock offering. The sentiment is neutral, as it primarily provides factual information and disclosures. The opportunity for employees to purchase stock is a positive, but the risks associated with the investment temper the overall sentiment.

Positives

• Participants in the 401(k) plan have the opportunity to purchase shares of FB Bancorp.
• The stock offering provides an opportunity for employees to become shareholders.
• The company intends to list on the Nasdaq Capital Market, which could provide liquidity for shareholders.

Negatives

• The stock offering is subject to purchase priorities, which may limit the number of shares available to 401(k) participants.
• If the stock offering is oversubscribed, participants may not receive all the shares they request.
• The FB Bancorp Stock Fund is not a diversified or managed investment option.
• The ability to buy or sell FB Bancorp common stock within the 401(k) Plan largely depends upon the existence of an active market for the stock.
• If FB Bancorp common stock is illiquid, your election may not be immediately processed.

Risks

• If the stock offering is oversubscribed, participants bear the risk of price changes in the investment funds of the 401(k) Plan.
• Investment in FB Bancorp common stock involves risks common to investments in shares of common stock.
• There is no established market for FB Bancorp common stock as of the date of the prospectus supplement.
• Performance of the FB Bancorp Stock Fund will depend on a number of factors, including the financial condition and profitability of FB Bancorp and Fidelity and market conditions for shares of FB Bancorp common stock generally.
• Special restrictions may apply to purchasing shares of FB Bancorp common stock by 401(k) Plan participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal stockholders of FB Bancorp.

Future Outlook

FB Bancorp intends to use its best efforts to list its common stock on a national or regional securities exchange, and it is expected that shares of FB Bancorp common stock will be listed on the Nasdaq Capital Markets under the symbol FBLA following the stock offering.

Industry Context

This announcement is typical of mutual-to-stock conversions, where employees and depositors are given priority to purchase shares in the newly formed stock company. This aligns the interests of the company with its employees and customers.

Comparison to Industry Standards

• Mutual-to-stock conversions are a common practice in the banking industry, allowing mutual savings banks to raise capital and provide equity incentives.
• Comparable companies that have undergone similar conversions include [hypothetical company 1] and [hypothetical company 2], although the specific terms and conditions of each conversion may vary.
• The offering price of $10.00 per share is a standard price point in these types of offerings.
• The allocation of shares to 401(k) participants is a common practice to encourage employee ownership.

Stakeholder Impact

• Shareholders: Opportunity to invest in FB Bancorp.
• Employees: Opportunity to invest in FB Bancorp through the 401(k) plan.
• Customers: No direct impact on banking services.

Next Steps

• Participants in the 401(k) Plan must elect whether to purchase FB Bancorp common stock by the order deadline.
• Principal Financial Group will accept the election to purchase common stock in the offering through the 401(k) Plan.
• The FB Bancorp common stock purchased based on your election will be transferred to the 401(k) Plan and any remaining funds will be transferred out of the Stock Purchase option for investment in other funds under the 401(k) Plan, based on your election currently on file for future contributions.

Key Dates

Keywords

FB Bancorp, Fidelity Bank, 401(k) Plan, Stock Offering, Mutual to Stock Conversion, Common Stock, Subscription Rights, Nasdaq, Employee Stock Ownership Plan, Investment