NSTS Bancorp (NSTS) shareholders elect directors and ratify 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NSTS Bancorp, Inc. reported results of its Annual Meeting of stockholders held on May 27, 2026. A total of 4,001,612 shares of common stock were present or represented by proxy, representing 76.05% of shares outstanding and entitled to vote.

Stockholders elected three directors — Apolonio Arenas, Thomas J. Kneesel, and Rodney J. True — each to serve three-year terms expiring at the 2029 Annual Meeting, or until their successors are elected and qualified. Each nominee received more votes "for" than "withheld," with over 2.49 million votes cast in favor for each candidate.

Stockholders also ratified the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,708,805 votes for, 207,145 against, and 85,662 abstentions, and no broker non-votes recorded on this proposal.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 4,001,612 shares Participation rate: 76.05% Votes for Arenas: 2,529,046 votes +5 more

8 metrics

Shares represented 4,001,612 shares Present or by proxy at May 27, 2026 Annual Meeting

Participation rate 76.05% Of shares outstanding and entitled to vote at Annual Meeting

Votes for Arenas 2,529,046 votes Director election, Apolonio Arenas

Votes for Kneesel 2,575,890 votes Director election, Thomas J. Kneesel

Votes for True 2,492,657 votes Director election, Rodney J. True

Auditor ratification for 3,708,805 votes Ratification of Plante & Moran, PLLC for 2026

Auditor ratification against 207,145 votes Ratification of Plante & Moran, PLLC for 2026

Auditor abstentions 85,662 votes Ratification of Plante & Moran, PLLC for 2026

Key Terms

Annual Meeting, broker non-votes, independent registered public accounting firm, ratification

4 terms

Annual Meeting financial

"An annual meeting of stockholders (the “Annual Meeting”) of NSTS Bancorp, Inc."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

broker non-votes financial

"Apolonio Arenas | 2,529,046 | 264,599 | 1,207,967"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

ratification financial

"The ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm"

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Understanding 8-K Material Events →

06/01/2026 - 04:16 PM

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): May 27, 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 5.07.

Submission of Matters to a Vote of Security Holders.

An annual meeting of stockholders (the “Annual Meeting”) of NSTS Bancorp, Inc. (the “Company”) was held on May 27, 2026. A total of 4,001,612 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting. This represented 76.05% of the Company’s shares of common stock that were outstanding and entitled to vote at the Annual Meeting. Two proposals were presented to the Company’s stockholders at the Annual Meeting, which are described in detail in the Company’s 2026 Proxy Statement. The final results of the stockholder vote on each of the proposals presented at the meeting are as follows:

PROPOSAL 1: Election of Directors. The election of three (3) director nominees to each serve for a term of three years expiring at the Company’s 2029 Annual Meeting, or until their successors are duly elected and qualified:

NAME OF DIRECTOR NOMINEE	FOR	WITHHELD	BROKER NON-VOTES
Apolonio Arenas	2,529,046	264,599	1,207,967
Thomas J. Kneesel	2,575,890	217,755	1,207,967
Rodney J. True	2,492,657	300,988	1,207,967

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, 2026:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
3,708,805	207,145	85,662	0

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 1, 2026	By:	/s/ Stephen G. Lear
	Name:	Stephen G. Lear
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did NSTS (NSTS) stockholders vote on at the May 27, 2026 Annual Meeting?

Stockholders voted on two items: electing three directors to serve until the 2029 Annual Meeting and ratifying Plante & Moran, PLLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many NSTS shares were represented at the 2026 Annual Meeting?

A total of 4,001,612 shares of NSTS common stock were present or represented by proxy, representing 76.05% of the shares outstanding and entitled to vote at the May 27, 2026 Annual Meeting.

Were NSTS Bancorp’s director nominees elected at the 2026 Annual Meeting?

Yes. Director nominees Apolonio Arenas, Thomas J. Kneesel, and Rodney J. True were each elected, with more than 2.49 million votes cast in favor of every nominee and broker non-votes recorded only on the director election proposal.

What were the vote results for NSTS’s auditor ratification in 2026?

Stockholders ratified Plante & Moran, PLLC as NSTS’s independent registered public accounting firm for 2026 with 3,708,805 votes for, 207,145 against, and 85,662 abstentions, and there were no broker non-votes recorded on this proposal.

What percentage of NSTS Bancorp shares voted at the 2026 Annual Meeting?

Shares present or represented by proxy totaled 4,001,612, which represented 76.05% of NSTS Bancorp’s common stock outstanding and entitled to vote at the May 27, 2026 Annual Meeting.

Filing Exhibits & Attachments

4 documents