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): ~~June~~April 184, ~~2025~~2026

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 ~~June~~April 184, ~~2025~~2026, ~~following~~Nathan ~~the~~E. ~~recommendation of its Nominating and Corporate Governance Committee~~Walker, ~~the~~Executive ~~Boards~~Vice ofPresident ~~Directors (together, the “Boards”)~~ of ~~each of~~ NSTS Bancorp, Inc. (the “Company”), and ~~North~~Chief ~~Shore~~Executive ~~Trust~~Officer and ~~Savings~~President ~~(the “Bank”) appointed John S. Pucin, age 59, as a Director~~ of the Company and the Bank. Mr. Pucin fills the vacancy on the Boards resulting from the previously disclosed unexpected passing of Mr. Thaddeus M. Bond, Jr. during the fourth quarter of 2024. Accordingly, Mr. Pucin’s ~~term~~bank assubsidiary, aNorth ~~director~~Shore ~~will~~Trust ~~expire~~and atSavings (the ~~Company’s~~“Bank”), ~~annual~~passed ~~stockholders meeting to be held in 2027~~away.

~~Mr.~~On ~~Pucin~~April ~~currently~~9, ~~serves~~2026, asStephen ~~Senior~~G. ~~Vice~~Lear, President and ~~Corporate~~Chief ~~Counsel~~Executive ~~for~~Officer ~~Caine~~of &the ~~Weiner~~ Company, ~~Inc.~~was ~~and~~appointed ~~the~~Chief ~~managing~~Executive ~~partner~~Officer ofand ~~the~~President ~~Law Office~~ of ~~John~~the SBank. ~~Pucin, P.C.~~ Mr. ~~Pucin’s~~Lear ~~responsibilities~~has ~~include,~~served ~~but~~as ~~are~~Chairman ~~not~~of ~~limited~~the toBoard ~~litigation, compliance, negotiation, management~~ of ~~personnel~~Directors, ~~team~~Chief ~~leadership~~Executive Officer and ~~marketing.~~President ~~Mr. Pucin has been a member~~ of the ~~Commercial~~Company ~~Law~~since ~~League~~2012, ~~for over twenty (20) years~~ and isChairman ~~a past chair~~ of the ~~Midwest~~Board ~~Region.~~of HeDirectors ~~graduated~~of inthe ~~1988~~Bank ~~from~~since ~~Xavier University~~2012, ~~Cincinnati OH with a B.S.B.A./Finance~~ and inas ~~1992 with~~ a ~~Juris~~director ~~Doctor~~since ~~degree from the Capital University Law School, Columbus Ohio~~2003. Mr. ~~Pucin~~Lear ispreviously ~~admitted~~served toas ~~the~~Chief ~~State~~Executive ~~Bars~~Officer inof ~~Illinois~~the ~~and~~Bank ~~Ohio~~from ~~along~~1997 ~~with~~to ~~the~~2022, ~~United~~when ~~States~~he ~~District~~was ~~Courts~~succeeded ofby ~~Northern~~Mr. ~~Illinois,~~Walker. ~~Northern~~There ~~Ohio~~is ~~and~~no ~~Southern~~change ~~Ohio.~~to Mr. ~~Pucin~~Lear’s ~~legal~~compensation ~~and~~arrangements ~~management~~as ~~experience makes him~~ a ~~valuable~~result ~~resource~~of ~~and~~this ~~a qualified addition to our Board~~appointment.

~~There~~Item ~~are no immediate family relationships between Mr~~8. ~~Pucin and any other Director or executive officer of the Company or the Bank, nor are there any transactions between Mr~~01. ~~Pucin~~Other ~~or any member of his immediate family and the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission~~Events. ~~There is no arrangement or understanding between Mr. Pucin and any other persons or entities pursuant to which Mr. Pucin was appointed as a Director of the Company and the Bank.~~

~~Upon~~On ~~his~~April ~~appointment~~9, ~~Mr.~~2026, ~~Pucin is generally entitled as a non-Employee Director of~~ the ~~Bank~~Company toissued ~~receive~~ a ~~prorated~~press ~~portion~~release ofannouncing the ~~annual~~recent ~~director~~passing ~~retainer~~ of ~~$18,000~~Mr. ~~and~~Walker. ~~a per meeting fee of $1,000~~Mr. HeWalker ~~will~~served ~~also~~as bePresident ~~entitled~~and toChief ~~receive~~Executive anOfficer ~~additional retainer~~ of ~~$2,000~~the ~~(paid~~Bank inand ~~quarterly~~Executive ~~installments)~~Vice ~~for~~President ~~his~~of ~~service on~~ the Company’s ~~Board~~since ~~of Directors~~2022. Mr. ~~Pucin~~Walker isbegan ~~also~~his ~~entitled~~career toas ~~participate in~~ a ~~non-qualified~~teller ~~unsecured~~and, ~~director~~through ~~deferred~~dedication, ~~compensation~~leadership, ~~plan~~and ~~(under~~an ~~which~~unwavering hecommitment ~~may elect~~ to ~~defer~~our upcustomers toand ~~100%~~communities, ofrose ~~the~~to ~~retainer~~serve ~~and~~as ~~monthly~~our ~~board~~CEO ~~fees)~~ and ~~the NSTS Bancorp, Inc~~President. ~~2023 Equity Incentive Plan.~~

~~Mr. Pucin has been appointed to the Audit Committee.~~ The ~~Board~~Company ofis ~~Directors~~extremely ~~has~~grateful ~~determined~~for ~~that~~ Mr. ~~Pucin~~Walker’s isservice ~~considered~~and ~~independent~~commitment ~~under~~to the ~~Nasdaq~~Company ~~Stock~~and ~~Market~~the ~~corporate~~Bank. ~~governance~~His ~~listing~~leadership, ~~standards~~character, and ~~also~~commitment ~~qualifies~~to asNorth anShore ~~independent~~Trust ~~director~~and ~~under~~Savings ~~the~~will ~~heightened~~continue ~~independence~~to ~~requirements~~inspire ofus ~~Rule~~every ~~10A-3~~day. ofThe ~~the~~Company’s ~~Exchange~~Board ~~Act for members~~ of ~~the~~Directors ~~Audit~~and ~~Committee.~~management Asextend atheir ~~result~~sincerest ofcondolences to Mr. ~~Pucin~~Walker’s ~~appointment to the Board, it is expected that the Company will again be compliant with Rule 5605(b)(1) of the Nasdaq listing standards~~family.

AOn ~~copy~~April of9, ~~the~~2026, ~~Company’s~~Stephen ~~press~~G. ~~release~~Lear, ~~announcing~~President ~~Mr.~~and ~~Pucin’s~~Chief ~~appointment~~Executive isOfficer ~~attached~~of ~~hereto~~the asCompany ~~Exhibit~~was ~~99.1~~appointed ~~and~~Chief isExecutive ~~incorporated~~Officer ~~herein~~and byPresident ~~reference~~of the Bank.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated ~~June~~April 189, ~~2025~~2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Forward-Looking Statements~~ 3

Certain statements contained herein are considered forward-looking statements within the meaning of the federal securities laws 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.

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: June 18, 2025	By:	/s/ Stephen G. Lear
Date: April 9, 2026	By:	/s/ Stephen G. Lear
	Name:	Stephen G. Lear
	Title:	President and Chief Executive Officer

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