Current Report Filing (8-k)
17 6월 2023 - 5:16AM
Edgar (US Regulatory)
false
0001881592
0001881592
2023-06-15
2023-06-15
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 15, 2023
NSTS Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-41232
(Commission File Number)
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87-2522769
(I.R.S. Employer Identification No.)
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700 S. Lewis Avenue
Waukegan, Illinois
(Address of Principal Executive Offices)
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60085
(Zip Code)
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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NSTS
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NASDAQ Capital Market
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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. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously disclosed, on May 24, 2023, the stockholders of NSTS Bancorp, Inc. (the “Company”) approved the NSTS Bancorp, Inc. 2023 Equity Incentive Plan (the “Equity Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and its subsidiaries, including North Shore Trust and Savings (the “Bank”). A description of the material terms of the Equity Plan is contained in the Company's definitive proxy statement for the annual meeting of stockholders held on May 24, 2023, which was filed with the Securities and Exchange Commission on April 14, 2023.
On June 15, 2023, the Company granted restricted stock and stock option awards pursuant to the Equity Plan to certain executive officers and directors of the Company and the Bank, as follows:
Restricted Stock Awards
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Name and Position
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Number of Awards
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Stephen G. Lear
Chairman, President and Chief Executive Officer of the Company. Chairman of the Bank
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36,000
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Nathan E. Walker
Chief Executive Officer of the Bank and Executive Vice President of the Company
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34,000
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Carissa H. Schoolcraft
Chief Financial Officer of the Bank and the Company
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21,000
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Amy L. Avakian
Chief Lending Officer and Vice President of the Bank
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15,000
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Apolonio Arenas
Director
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9,200
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Thaddeus M. Bond Jr.
Director
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9,200
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Kevin M. Dolan
Director
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9,200
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Thomas M. Ivantic
Director
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9,200
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Thomas J. Kneesel
Director
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9,200
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Rodney J. True
Director
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9,200
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Stock Option Awards
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Name and Position
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Number of Awards
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Stephen G. Lear
Chairman, President and Chief Executive Officer of the Company. Chairman of the Bank
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90,000
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Nathan E. Walker
Chief Executive Officer of the Bank and Executive Vice President of the Company
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85,000
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Carissa H. Schoolcraft
Chief Financial Officer of the Bank and the Company
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50,000
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Amy L. Avakian
Chief Lending Officer and Vice President of the Bank
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37,500
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Apolonio Arenas
Director
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23,000
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Thaddeus M. Bond Jr.
Director
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23,000
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Kevin M. Dolan
Director
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23,000
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Thomas M. Ivantic
Director
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23,000
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Thomas J. Kneesel
Director
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23,000
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Rodney J. True
Director
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23,000
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Shares of restricted stock vest ratably over five years at a rate of 20% per year on the anniversary of the grant date.
Stock options vest ratably over five years at a rate of 20% per year on the anniversary of the grant date.
Each restricted stock award and stock option award granted under the Equity Plan is evidenced by an award agreement between the recipient and the Company. Attached hereto as Exhibits 99.1 through 99.2, respectively, are the forms of Restricted Stock Award Grant Notice and Stock Option Grant Notice under the Equity Plan.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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NSTS Bancorp, Inc.
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Date: June 16, 2023
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By:
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/s/ Stephen G. Lear
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Name:
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Stephen G. Lear
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Title:
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President and Chief Executive Officer
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NSTS Bancorp (NASDAQ:NSTS)
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NSTS Bancorp (NASDAQ:NSTS)
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