UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



| | x | Amended Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2017
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



OR



| |  ̈ | Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------



Commission File No. 001-35295

Poage Bankshares, Inc.

(Exact Name of Registrant as Specified in
its Charter)



|Maryland                                                       |  | 45-3204393                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State of Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|1500 Carter Avenue, Ashland, Kentucky                          |  | 41101                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

(606) 324-7196

(Registrant’s Telephone Number, including
area code)



Securities Registered Pursuant to Section
12(b) of the Act:



|Common Stock, $0.01 par value |  | The NASDAQ Stock Market, LLC               
|----------------------------- |  | -------------------------------------------
|(Title of each class)         |  | (Name of each exchange on which registered)



Securities Registered Pursuant to Section 12(g) of the Act:
None



Indicate by check mark if the Registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  ̈
NO x



Indicate by check mark if the Registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  ̈ NO x



Indicate by check mark whether the Registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve
months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES x NO  ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). YES x NO  ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x



Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer  ̈ | Accelerated filer  ̈                           | Smaller reporting company x
|------------------------- | --------------------------------------------- | ---------------------------
|Non-accelerated filer    ̈ | (Do not check if a smaller reporting company) | Emerging growth company ̈   



If an emerging growth company, indicate by check mark if the
Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ̈



Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). YES  ̈ NO x



As of April 10, 2016, 3,499,846 shares of the Registrant’s
common stock, $0.01 par value, were issued and outstanding. The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant, computed by reference to the last sale price on June 30, 2017, was $57.0 million.



DOCUMENTS INCORPORATED BY REFERENCE



| | 1. | Portions of the Proxy Statement for the 2018 Annual Meeting of Stockholders (Part III).
| | -- | ---------------------------------------------------------------------------------------
















EXPLANATORY NOTE



This Amended
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017 (this “Amendment”) is filed solely to
amend the tabular disclosure regarding equity compensation plans approved/not approved by stockholders of Poage Bankshares,
Inc. (the “Company”) contained in Part II, Item 5. This Amendment speaks as of the filing date of the original
Form 10-K for the fiscal year ended December 31, 2017, filed on April 10, 2018, and has not been updated to reflect events
occurring after the original filing date.





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PART II



| | ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
| | ------- | ------------------------------------------------------------------------------------------------------------



(a)       Our
shares of common stock are traded on the NASDAQ Capital Market under the symbol PBSK. The approximate number of holders of record
of Poage Bankshares, Inc.’s common stock as of December 31, 2017 was 390. Certain shares of Poage Bankshares, Inc. are held
in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known
or included in the foregoing number. The following table presents quarterly market information for Poage Bankshares, Inc. common
stock for each quarter of the previous two fiscal years. The following information was provided by the NASDAQ Stock Market.



|                                 |  |      |       |  |     |   |       | Closing |  |   | Dividends | 
|-------------------------------- |  | ---- | ----- |  | --- | - | ----- | ------- |  | - | --------- | 
|                                 |  | High |       |  | Low |   |       | Price   |  |   | Declared  | 
|Quarter ended December 31, 2017  |  | $    | 21.00 |  |     | $ | 18.10 |         |  | $ | 21.00     | 
|Quarter ended September 30, 2017 |  |      | 19.42 |  |     |   | 17.20 |         |  |   | 19.35     | 
|Quarter ended June 30, 2017      |  |      | 19.75 |  |     |   | 18.75 |         |  |   | 19.05     | 
|Quarter ended March 31, 2017     |  |      | 20.25 |  |     |   | 18.80 |         |  |   | 19.50     | 
|Quarter ended December 31, 2016  |  |      | 20.90 |  |     |   | 17.45 |         |  |   | 18.80     | 
|Quarter ended September 30, 2016 |  |      | 19.42 |  |     |   | 17.04 |         |  |   | 19.30     | 
|Quarter ended June 30, 2016      |  |      | 18.27 |  |     |   | 15.50 |         |  |   | 17.18     | 
|Quarter ended March 31, 2016     |  |      | 18.85 |  |     |   | 16.59 |         |  |   | 16.59     | 



Dividend payments by Poage Bankshares,
Inc. are dependent primarily on dividends it receives from Town Square, because Poage Bankshares, Inc. has no source of income
other than dividends from Town Square, earnings from the investment of proceeds from the sale of shares of common stock retained
by Poage Bankshares, Inc., and interest payments with respect to Poage Bankshares Inc.’s loan to the Employee Stock Ownership
Plan. For more information on regulatory restrictions regarding the payment of dividends, see “Item 1—Business—Supervision
and Regulation—Dividends” and “—Holding Company Regulation—Permissible Activities.” For information
regarding shares of Poage Bankshares common stock that is available for issuance under equity compensation plans, see “Item
12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”



Other than its employee stock ownership
plan, Poage Bankshares, Inc. does not have any equity compensation plans that were not approved by stockholders.



The following information is presented for the Poage Bankshares,
Inc. 2103 Equity Incentive Plan:



|Plan Category                                          |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |         |  | Weighted-average exercise price of outstanding options, warrants and rights |   |       | Number of securities remaining available for future issuance under plan (excluding securities reflected in first column) | 
|------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- | ------- |  | --------------------------------------------------------------------------- | - | ----- | ------------------------------------------------------------------------------------------------------------------------ | 
|                                                       |  |                                                                                             |         |  |                                                                             |   |       |                                                                                                                          | 
|Equity compensation plans approved by stockholders     |  |                                                                                             | 141,850 |  |                                                                             | $ | 14.88 |                                                                                                                          | 
|                                                       |  |                                                                                             |         |  |                                                                             |   |       |                                                                                                                          | 
|Equity compensation plans not approved by stockholders |  |                                                                                             | N/A     |  |                                                                             |   | N/A   |                                                                                                                          | 
|                                                       |  |                                                                                             |         |  |                                                                             |   |       |                                                                                                                          | 
|Total                                                  |  |                                                                                             | 141,850 |  |                                                                             | $ | 14.88 |                                                                                                                          | 



| | (b) | Not applicable.
| | --- | ---------------



| | (c) | Issuer repurchases. On June 2, 2016, Poage
Bankshares, Inc. commenced a new stock repurchase program. The Board of Directors of Poage Bankshares, Inc. authorized a program
to repurchase up to 150,000 shares, which represents approximately 3.9% of the Company’s issued and outstanding shares of
common. The Company repurchased 127,955 shares at a weighted average price of $18.20 per share and there remained 22,045 shares
to be repurchased under this plan at December 31, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







On December 20, 2016, the Board
of Directors of Poage Bankshares, Inc. authorized a new program to repurchase up to 185,000 shares, which represents approximately
5% of the Company’s issued and outstanding shares of common stock. On June 26, 2017, the Company completed the stock program
for up to 185,000 shares of common stock at a weighted average price of $19.07 per share.



On December 5, 2017, the Board
of Directors of Poage Bankshares, Inc. authorized a new stock repurchase program for the repurchase of up to $180,000 shares of
common stock, which represents approximately 5% of the Company’s issued and outstanding shares of common stock. The Company
repurchased 6,500 shares at a weighted average price of $19.00 per share and there remained 173,500 shares to be repurchased under
this plan at December 31, 2017.



Poage Bankshares’ stock
repurchases pursuant to the repurchase program is dependent on certain factors, including but not limited to, market conditions
and prices, available funds and alternative uses of capital. The repurchase program may be carried out through open-market purchases,
block trades, negotiated private transactions and pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities
Exchange Act of 1934. Any repurchased shares will be treated by the Company as authorized but unissued shares.



The following table sets forth information in connection
with repurchases of the Poage Bankshares’ common stock for the period October 1, 2017 through December 31, 2017. Shares were
purchased pursuant to repurchase authorizations outlined above.



|                               |  |           |       |  |            |   |       | Total Number   |  |  | Number of Shares | 
|------------------------------ |  | --------- | ----- |  | ---------- | - | ----- | -------------- |  |  | ---------------- | 
|                               |  |           |       |  |            |   |       | of Shares      |  |  | That May Yet     | 
|                               |  | Total     |       |  |            |   |       | Purchased as   |  |  | Be Purchased     | 
|                               |  | Number of |       |  | Average    |   |       | Part of        |  |  | Under Publicly   | 
|                               |  | Shares    |       |  | Price Paid |   |       | Publicly       |  |  | Announced        | 
|                               |  | Purchased |       |  | Per Share  |   |       | Announced Plan |  |  | Plan             | 
|October 1 - October 31, 2017   |  |           | -     |  |            |   | -     |                |  |  | -                | 
|November 1 - November 30, 2017 |  |           | -     |  |            |   | -     |                |  |  | -                | 
|December 1- December 31, 2017  |  |           | 7,918 |  |            |   | 19.08 |                |  |  | 7,918            | 
|Total                          |  |           | 7,918 |  |            | $ | 19.08 |                |  |  | 7,918            | 



PART IV



| | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| | -------- | ------------------------------------------



(a)(3) Exhibits



|     |                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 | Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                        
|31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                      
|32   | Certification of President and Chief Executive Officer and Chief Financial Officer pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002



4







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed
on its behalf by the undersigned, thereunto duly authorized.



|                     | Poage Bankshares, Inc.               
|-------------------- | -------------------------------------
|                     |                                      
|Date: April 13, 2018 |                                      
|                     |                                      
|                     | /s/ Bruce VanHorn                    
|                     | Bruce VanHorn                        
|                     | President and Chief Executive Officer















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