8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 21, 2022

NSTS Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41232 (Commission File Number)	87-2522769 (I.R.S. Employer Identification No.)
700 S. Lewis Avenue Waukegan, Illinois (Address of Principal Executive Offices)	60085 (Zip Code)

(847) 336-4430

(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	NSTS	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On July 26, 2022, NSTS Bancorp, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company appointed Nathan E. Walker to the position of Chief Executive Officer of its wholly owned subsidiary, North Shore Trust and Savings (the “Bank”). Additionally, Mr. Walker was appointed Executive Vice President of the Company.   For further information, reference is made to the Company’s press release, dated July 26, 2022, filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 26, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NSTS Bancorp, Inc.
Date: July 26, 2022	By:	/s/ Stephen G. Lear
	Name:	Stephen G. Lear
	Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Stephen G. Lear

Chairman, President and Chief Executive Officer

slear@northshoretrust.com

(847) 336-4430

Nathan E. Walker Appointed CEO of North Shore Trust and Savings

Waukegan, IL, July 26, 2022 – NSTS Bancorp, Inc. (the “Company”), the holding company for North Shore Trust and Savings (the “Bank”), announced today that Mr. Nathan E. Walker has been named Chief Executive Officer of the Bank, as well as appointed to Executive Vice President of the Company. Mr. Stephen G. Lear, who previously served as Chief Executive Officer of the Bank will continue as Chairman of the Board of Directors of the Bank as well as Chairman, President and CEO of the Company.

Mr. Walker has been with the Bank since 1996 and previously served as Senior Vice President of Retail Banking between 2010 and 2020. Mr. Walker has served as President and Chief Operating Officer of the Bank since November 2020.

“It has been a tremendous honor to serve as the CEO of the Bank for the past 24 years,” said Lear. “The Board and I are confident that Nathan is the right person to continue the traditions and move the Bank forward. His increasing responsibility at the Bank over the past 26 years has laid the groundwork for his elevation to CEO.”

“I am thankful to Steve for his leadership and dedication to the Bank,” said Walker. “I am excited to assume this new role and for the future of the Company.”

About NSTS Bancorp, Inc. and North Shore Trusts and Savings

NSTS Bancorp, Inc. is the stock holding company of North Shore Trust and Savings. As of March 31, 2022, NSTS Bancorp, Inc. had approximately $285 million in assets and operates from its headquarters and main banking office in Waukegan, Illinois, as well as two additional full-service branch offices located in Waukegan and Lindenhurst, Illinois, respectively. For over 100 years, North Shore Trust and Savings has served the local communities where it operates and has deep and longstanding relationships with its businesses and retail customers as well as local municipalities.

Forward-Looking Statements

Certain statements contained herein are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

Any forward-looking statement speaks only as of the date on which it is made. Forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future events, business strategies and decisions that are subject to change. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

XML

Document And Entity Information	Jul. 21, 2022
Document Information [Line Items]
Entity, Registrant Name	NSTS Bancorp, Inc.
Document, Type	8-K
Document, Period End Date	Jul. 21, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-41232
Entity, Tax Identification Number	87-2522769
Entity, Address, Address Line One	700 S. Lewis Avenue
Entity, Address, City or Town	Waukegan
Entity, Address, State or Province	IL
Entity, Address, Postal Zip Code	60085
City Area Code	847
Local Phone Number	336-4430
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NSTS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001881592