FBLA Sets First Post-IPO Annual Meeting, Seeks Equity Plan Approval

TL;DR

**FBLA's first post-IPO annual meeting is a critical vote on governance and compensation; expect 'FOR' votes to sail through, signaling stability.**

AI Summary

FB Bancorp, Inc. (FBLA) is holding its first annual meeting since its October 2024 IPO on December 9, 2025, at Fidelity Bank's main office in New Orleans. Key proposals include electing three directors for three-year terms, approving the FB Bancorp, Inc. 2025 Equity Incentive Plan, and ratifying EisnerAmper LLP as the independent registered public accounting firm for fiscal year 2025. As of October 6, 2025, there were 19,837,500 shares of common stock outstanding, with each share having one vote, though beneficial ownership exceeding 10% limits voting rights for those excess shares. The Board of Directors unanimously recommends voting 'FOR' all proposals. The company emphasizes strong corporate governance, with all directors except Christopher S. Ferris and Katherine A. Crosby deemed independent under Nasdaq standards. The Board's Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee met 8, 7, and 1 times respectively in fiscal year 2024.

Why It Matters

This DEF 14A filing is crucial for FBLA investors as it outlines the first annual meeting post-IPO, setting the stage for future corporate governance and executive compensation. The approval of the 2025 Equity Incentive Plan could significantly impact employee motivation and retention, directly affecting the company's competitive standing against other regional banks like Hancock Whitney (HWC) or Home Bancorp (HBCP) in attracting talent. For customers, strong governance and a motivated workforce can translate to better service and stability. The ratification of EisnerAmper LLP ensures continued financial oversight, vital for market confidence in FBLA's financial reporting.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily concerns routine annual meeting proposals: director elections, an equity incentive plan, and auditor ratification. The Board of Directors unanimously recommends 'FOR' all proposals, indicating a high likelihood of approval. There are no contentious items or significant changes in strategy or financial performance disclosed that would suggest elevated risk.

Analyst Insight

Investors should review the 2025 Equity Incentive Plan details to understand potential dilution and executive compensation structure. Given the unanimous board recommendation, voting 'FOR' all proposals aligns with management's direction. Ensure your shares are voted by the December 8, 2025, deadline for internet voting or December 2, 2025, for ESOP/401(k) participants.

Key Numbers

• 19,837,500 — Shares of common stock outstanding (As of October 6, 2025, determining voting eligibility)
• 10% — Voting limit for beneficial ownership (Record holders exceeding this limit are not entitled to vote excess shares)
• 3 — Number of directors to be elected (Serving for a term of three years)
• 2024 — Fiscal year for Audit Committee meetings (Audit Committee met 8 times in fiscal year 2024)
• 2024 — Fiscal year for Compensation Committee meetings (Compensation Committee met 7 times in fiscal year 2024)
• 2024 — Fiscal year for Nominating/Corporate Governance Committee meetings (Nominating/Corporate Governance Committee met 1 time in fiscal year 2024)
• 2025-10-27 — Proxy statement mailing date (Beginning on or about October 27, 2025)
• 2025-12-09 — Annual meeting date (Meeting to be held at 2:00 p.m., local time)
• 2024-10 — Initial Public Offering (IPO) completion date (First annual meeting since October 2024 IPO)
• 2025-12-08 — Internet voting deadline (11:59 p.m., Central time)

Key Players & Entities

• FB Bancorp, Inc. (company) — Registrant and holding company for Fidelity Bank
• Fidelity Bank (company) — Subsidiary of FB Bancorp, Inc.
• Christopher S. Ferris (person) — President and Chief Executive Officer of FB Bancorp, Inc. and Fidelity Bank
• Katherine A. Crosby (person) — Chairman of the Board of FB Bancorp, Inc. and executive officer
• EisnerAmper LLP (company) — Independent registered public accounting firm
• Lisa H. Haley (person) — Corporate Secretary of FB Bancorp, Inc.
• Nasdaq Stock Market (regulator) — Stock exchange where FB Bancorp, Inc. is listed
• Mahlon D. Sanford (person) — Audit Committee Chair and 'audit committee financial expert'
• Securities and Exchange Commission (regulator) — Regulatory body for public filings
• W. Anderson Baker, III (person) — Director and Audit Committee member

FAQ

Industry Context

FB Bancorp, Inc. operates as the holding company for Fidelity Bank, a financial institution. The banking sector is characterized by stringent regulatory oversight, evolving customer preferences towards digital services, and competitive pressures from both traditional banks and fintech companies. Interest rate fluctuations and economic conditions significantly impact profitability and lending activities.

Regulatory Implications

As a bank holding company, FB Bancorp is subject to oversight from various regulatory bodies, including the Federal Reserve and state banking authorities. Compliance with capital requirements, anti-money laundering regulations, and consumer protection laws are critical. Changes in banking regulations or enforcement actions could materially impact the company's operations and financial performance.

What Investors Should Do

1. Vote on Director Nominees
2. Approve the 2025 Equity Incentive Plan
3. Ratify the Appointment of EisnerAmper LLP
4. Ensure your vote is counted

Key Dates

• 2025-10-27: Proxy statement mailing date — Informs stockholders about the upcoming annual meeting and provides materials for voting.
• 2025-12-08: Internet voting deadline — Last opportunity for stockholders to cast their votes online before the meeting.
• 2025-12-09: Annual meeting date — The date for stockholders to elect directors, vote on incentive plans, and ratify auditors.
• 2025-12-09: Annual meeting time — 2:00 p.m. local time, when the formal business of the meeting will commence.
• 2025-10-06: Record date for voting eligibility — Determines which stockholders are entitled to vote at the annual meeting.
• 2024-10: Initial Public Offering (IPO) completion date — Marks the company's transition to a publicly traded entity and sets the context for this first post-IPO annual meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the primary source of information for the annual meeting and outlines the proposals and voting procedures.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the meeting's agenda and voting matters. (This document is being provided to shareholders to solicit their votes for the upcoming annual meeting.)

IPO

Initial Public Offering, the process by which a private company first sells shares of stock to the public. (This is the first annual meeting since FB Bancorp's IPO in October 2024, indicating a new phase for the company.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Stockholders are being asked to approve the FB Bancorp, Inc. 2025 Equity Incentive Plan, which will impact future executive and employee compensation.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is responsible for auditing the company's financial statements. (Stockholders are being asked to ratify the appointment of EisnerAmper LLP, ensuring the integrity of the company's financial reporting.)

Street Name

Shares of stock that are held by a broker or bank on behalf of an investor, rather than being registered directly in the investor's name. (Explains how many shareholders hold their shares and the process for voting those shares.)

Broker Non-Vote

A vote that a broker or nominee is not permitted to cast on behalf of a client because the client has not provided voting instructions and the matter is not considered 'routine'. (Highlights that uninstructed shares held in street name will not be counted for director elections or the incentive plan vote.)

Quorum

The minimum number of shares that must be represented at a shareholder meeting for business to be legally transacted. (Ensures that a sufficient number of shares are present for the meeting's decisions to be valid.)

Year-Over-Year Comparison

This is FB Bancorp's first proxy statement following its October 2024 IPO. Therefore, a direct comparison of financial metrics or risk factors to a prior DEF 14A filing is not applicable. The focus is on establishing corporate governance post-IPO, including director elections and the approval of an equity incentive plan, alongside standard ratification of auditors.

Filing Documents

• d52251ddef14a.htm (DEF 14A) — 507KB
• g52251g00n02.jpg (GRAPHIC) — 36KB
• g52251g00n03.jpg (GRAPHIC) — 32KB
• g52251g56n45.jpg (GRAPHIC) — 64KB
• 0001193125-25-251549.txt ( ) — 1057KB
• fbla-20241231.xsd (EX-101.SCH) — 3KB
• d52251ddef14a_htm.xml (XML) — 5KB

From the Filing

DEF 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 FB Bancorp, Inc. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. October 27, 2025 Dear Fellow Stockholder: We will hold our annual meeting of stockholders at the main office of Fidelity Bank, located at 353 Carondelet Street, New Orleans, Louisiana, at 2:00 p.m., local time, on December 9, 2025. This will be our first annual meeting since we completed our initial public offering in October 2024. The notice of annual meeting and the proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. It is important that your shares are represented at this meeting, regardless of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing and mailing the enclosed proxy card or by voting via the Internet. Internet voting instructions appear on the enclosed proxy card. Sincerely, Christopher S. Ferris President and Chief Executive Officer FB BANCORP, INC. 353 Carondelet Street New Orleans, Louisiana 70130 (504) 569-8640 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS DATE AND TIME Tuesday, December 9, 2025 2:00 p.m., local time PLACE Fidelity Bank Main Office 353 Carondelet Street New Orleans, Louisiana ITEMS OF BUSINESS (1) To elect three directors to serve for a term of three years; (2) To vote to approve the FB Bancorp, Inc. 2025 Equity Incentive Plan; (3) To vote to ratify the appointment of EisnerAmper LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025; and (4) To transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting. ( Note : The Board of Directors is not aware of any other business to come before the meeting.) RECORD DATE To be eligible to vote, you must have been a stockholder as of the close of business on October 6, 2025. PROXY VOTING It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet or by completing the accompanying proxy card and mailing it in the enclosed self-addressed envelope. Voting instructions are printed on the proxy card. You may revoke your proxy at any time before its exercise at the meeting by following the instructions in the accompanying proxy statement. BY ORDER OF THE BOARD OF DIRECTORS Lisa H. Haley Corporate Secretary New Orleans, Louisiana October 27, 2025 FB BANCORP, INC. PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS GENERAL INFORMATION FB Bancorp, Inc. is the holding company for Fidelity Bank. In this proxy statement, we may also refer to FB Bancorp, Inc. as "FB Bancorp," the "Company," "we," "our" or "us" and to Fidelity Bank as "Fidelity Bank", "Fidelity" or the "Bank." We are providing this proxy statement to you in connection with the solicitation of proxies by our Board of Directors for the 2025 annual meeting of stockholders and for any adjournment or postponement of the annual meeting. We will hold the annual meeting at Fidelity Bank's main office, located at 353 Carondelet Street, New Orleans, Louisiana, on Tuesday, December 9, 2025, at 2:00 p.m., local time. We intend to mail this proxy statement and a proxy card to stockholders of record beginning on or about October 27, 2025. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 9, 2025 This proxy statement is available at https://annualgeneralmeetings.com/fbla2025 . Also available at this website address is our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, which includes our audited consolidated financial statements for the fiscal year ended December 31, 2024. INFORMATION ABOUT VOTING Who May Vote at the Meeting You are entitled to vote your shares of Company common stock if our records show that you held your shares as of the close of business on October 6, 2025. As of the close of business on that date, a total of 19,837,500 shares of common stock were outstanding. Each share of common stock has one vote. Our Articles of Incorporation provide that record holders of our common stock who beneficially

View Full Filing

View this DEF 14A filing on SEC EDGAR