FB Bancorp (FBLA) Proxy filing summary

Executive summary

• Annual meeting scheduled for April 29, 2026, at Fidelity Bank's main office in New Orleans, Louisiana, with voting on director elections and auditor ratification.

• Shareholders of record as of February 27, 2026, are eligible to vote, with 17,821,949 shares outstanding, each entitled to one vote.

• Voting can be done by mail or Internet, with detailed instructions and deadlines provided; proxies may be revoked before the meeting.

Voting matters and shareholder proposals

• Three directors are nominated for election to serve three-year terms: J. Luis Baños, Jr., Gerard W. Barousse, Jr., and Mark C. Romig.

• Proposal to ratify EisnerAmper LLP as the independent registered public accounting firm for 2026.

• Shareholder proposals for the next annual meeting must be received by April 29, 2026, with specific notice and information requirements.

Board of directors and corporate governance

• Board consists of ten members divided into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards; separation of Chairman and CEO roles enhances oversight.

• Board committees include Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Codes of Ethics and anti-hedging/insider trading policies are in place for directors, officers, and employees.

• Directors are encouraged to attend annual meetings; all attended in 2025.