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): ~~February~~May 721, 2025

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 35.0107. ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

OnAn ~~January~~annual 3,meeting ~~2025,~~of ~~NSTS~~stockholders ~~Bancorp, Inc.~~ (the “~~Company~~Annual Meeting”) ~~notified~~of ~~The~~NSTS ~~Nasdaq~~Bancorp, ~~Stock~~Inc. ~~Market~~ (the “~~Nasdaq~~Company”) ofwas ~~the~~held ~~recent~~on ~~unexpected~~May ~~passing of Mr. Thaddeus M. Bond~~21, Jr2025. AtA ~~the~~total ~~time~~ of ~~his death~~3,905,249 ~~Mr.~~shares ~~Bond was a director~~ of the Company’s ~~and~~common astock ~~member~~were ~~and~~present ~~chairman~~or ofrepresented ~~both~~by ~~its~~proxy ~~Nominating~~at ~~and~~the ~~Corporate~~Annual ~~Governance~~Meeting. ~~Committee~~This ~~and~~represented ~~Compensation Committee~~74.42% ~~In the notice, the Company further notified Nasdaq that, as a result~~ of ~~Mr. Bond’s passing,~~ the Company’s ~~Board~~shares of ~~Directors~~common ~~currently~~stock ~~consists~~that ofwere ~~six~~outstanding ~~members,~~and ~~only~~entitled ~~three~~to ofvote ~~whom~~at ~~are “independent directors” as defined in Rule 5605(a)(2) of~~ the ~~Nasdaq~~Annual ~~listing standards~~Meeting. ~~Accordingly,~~Three ~~the~~proposals ~~Company~~were ~~does~~presented ~~not~~to ~~meet~~ the ~~requirements~~Company’s ofstockholders ~~Rule~~at ~~5605(b)(1) of~~ the ~~Nasdaq~~Annual ~~listing standards~~Meeting, which ~~requires~~are ~~that~~described ain ~~majority~~detail ofin the ~~Board~~Company’s of2025 Proxy ~~Directors~~Statement. ofThe ~~the~~final ~~Company~~results beof ~~comprised~~the ofstockholder ~~“independent~~vote ~~directors”~~on aseach ~~defined~~of inthe ~~Rule~~proposals ~~5605(a)(2)~~presented ofat the ~~Nasdaq~~meeting ~~listing~~are ~~standards.~~as follows:

OnPROPOSAL ~~February~~1: 7,Election ~~2025,~~of ~~the~~Directors. ~~Company~~The ~~received~~election aof ~~letter~~two ~~from~~(2) ~~Nasdaq~~director ~~confirming~~nominees ~~that, due~~ to ~~Mr.~~each ~~Bond’s~~serve ~~death,~~for ~~the~~a ~~Company~~term ~~has~~of ~~temporarily~~three ~~fallen~~years ~~out~~expiring ofat ~~compliance~~the ~~with~~Company’s ~~the~~2028 Annual ~~requirements~~Meeting, ofor ~~Rule~~until ~~5605(b)(1)~~their ofsuccessors ~~the~~are ~~Nasdaq~~duly ~~listing~~elected ~~standards.~~and qualified:

In accordance with Rule 5605(b)(1)(A) of the Nasdaq listing standards, the Company has until the earlier of its next annual stockholders’ meeting or December 21, 2025 to regain compliance, or if the Company’s next annual stockholders’ meeting is held before June 19, 2025, then the Company must evidence compliance no later than June 19, 2025. Prior to the end of the cure period described above, the Company's Board of Directors intends to fill the vacancy on the Company’s Board of Directors with a person who meets the requirements of Rule 5605(b)(1) of the Nasdaq listing standards.

NAME OF DIRECTOR NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Emily E. Ansani	2,007,872	955,763	941,614
Thomas M. Ivantic	1,926,437	1,037,198	941,614

PROPOSAL 2: Ratify Appointment of Plante & Moran, PLLC. The ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
3,765,451	101,075	38,723	0

PROPOSAL 3: Stockholder proposal to sell or merge. Non-binding stockholder proposal recommending the sale or merger of the Company:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,564,131	531,187	838,300	971,631

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: February 10, 2025	By:	/s/ Stephen G. Lear
Date: May 22, 2025	By:	/s/ Stephen G. Lear
	Name:	Stephen G. Lear
	Title:	President and Chief Executive Officer

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