Item 5.02. Departure of Directors or Certain Officers? Election of Directors?


           Appointment of Certain Officers? Compensatory Arrangements of Certain
           Officers.

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
Name and Position                                                Number of Awards

Stephen G. Lear                                                            36,000
Chairman, President and Chief Executive
Officer of the Company. Chairman of the
Bank
Nathan E. Walker                                                           34,000
Chief Executive Officer of the Bank and
Executive Vice President of the Company
Carissa H. Schoolcraft                                                     21,000
Chief Financial Officer of the Bank and
the Company
Amy L. Avakian                                                             15,000
Chief Lending Officer and Vice President
of the Bank
Apolonio Arenas                                                             9,200
Director
Thaddeus M. Bond Jr.                                                        9,200
Director
Kevin M. Dolan                                                              9,200
Director
Thomas M. Ivantic                                                           9,200
Director
Thomas J. Kneesel                                                           9,200
Director
Rodney J. True                                                              9,200
Director



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                              Stock Option Awards
Name and Position                                                Number of Awards

Stephen G. Lear                                                            90,000
Chairman, President and Chief Executive
Officer of the Company. Chairman of the
Bank
Nathan E. Walker                                                           85,000
Chief Executive Officer of the Bank and
Executive Vice President of the Company
Carissa H. Schoolcraft                                                     50,000
Chief Financial Officer of the Bank and
the Company
Amy L. Avakian                                                             37,500
Chief Lending Officer and Vice President
of the Bank
Apolonio Arenas                                                            23,000
Director
Thaddeus M. Bond Jr.                                                       23,000
Director
Kevin M. Dolan                                                             23,000
Director
Thomas M. Ivantic                                                          23,000
Director
Thomas J. Kneesel                                                          23,000
Director
Rodney J. True                                                             23,000
Director

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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
  No.        Description

99.1           Form of Restricted Stock Award Grant Notice

99.2           Form of Stock Option Grant Notice

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)



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