NSTS 10-Q Quarterly Report Sept. 30, 2025 | Alphaminr

NSTS 10-Q Quarter ended Sept. 30, 2025

nsts20250930_10q.htm
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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-41232

NSTS BANCORP, INC.

(Exact name of the registrant as specified in its charter)

Delaware

87-2522769

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification Number)

700 S. Lewis Ave. Waukegan , Illinois

60085

(Address of principal executive offices)

(Zip Code)

( 847 ) 336-4430

(Registrant s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No

As of November 6, 2025, the Registrant had 5,239,038 shares of its common stock outstanding.



NSTS Bancorp, Inc.

Form 10Q

Index

PART I.

FINANCIAL INFORMATION

2

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

2

CONSOLIDATED BALANCE SHEETS

2

CONSOLIDATED STATEMENTS OF OPERATIONS

3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

5

CONSOLIDATED STATEMENTS OF CASH FLOWS

7

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

26

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

37

ITEM 4.

CONTROLS AND PROCEDURES

38

PART II.

OTHER INFORMATION

38

ITEM 1.

LEGAL PROCEEDINGS

38

ITEM 1A.

RISK FACTORS

38

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

38

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

38

ITEM 4.

MINE SAFETY DISCLOSURES

38

ITEM 5.

OTHER INFORMATION

38

ITEM 6.

EXHIBITS

39

SIGNATURES

40

Part I. Financial Information

Item 1. Consolidated Financial Statements

NSTS BANCORP, INC.

Consolidated Balance Sheets

September 30, 2025

(unaudited)

December 31, 2024

(Dollars in thousands)

Assets:

Cash and due from banks

$ 919 $ 1,223

Interest-bearing bank deposits

33,216 52,258

Cash and cash equivalents

34,135 53,481

Time deposits with other financial institutions

1,245 1,494

Securities available for sale

79,561 71,249

Federal Home Loan Bank stock (FHLB)

605 585

Loans held for sale

2,100 1,218

Loans, net of unearned income

134,197 131,557

Allowance for credit losses on loans

( 1,260 ) ( 1,201 )

Loans, net

132,937 130,356

Premises and equipment, net

5,180 5,311

Accrued interest receivable

915 870

Bank-owned life insurance (BOLI)

9,834 9,661

Other assets

3,330 4,463

Total assets

$ 269,842 $ 278,688

Liabilities:

Deposits:

Noninterest bearing

$ 11,501 $ 11,896

Interest-bearing

Demand and NOW checking

14,002 14,930

Money market

26,734 28,967

Savings

38,760 41,544

Time deposits over $250,000

25,391 21,990

Other time deposits

69,679 70,829

Total deposits

186,067 190,156

Escrow deposits

1,240 1,739

Other borrowings

5,000

Accrued expenses and other liabilities

3,596 5,303

Total liabilities

$ 190,903 $ 202,198

Stockholders' equity:

Common Stock

56 56

Treasury Stock, at cost

( 3,348 ) ( 3,240 )

Additional paid-in capital

52,220 51,684

Retained earnings

39,745 40,266

Unallocated common shares held by ESOP

( 3,511 ) ( 3,670 )

Accumulated other comprehensive loss, net

( 6,223 ) ( 8,606 )

Total stockholders' equity

78,939 76,490

Total liabilities and stockholders' equity

$ 269,842 $ 278,688

September 30, 2025

December 31, 2024

Common Stock

Common Stock

Par value

$ 0.01 $ 0.01

Shares authorized

10,000,000 10,000,000

Shares issued

5,599,859 5,601,859

Shares outstanding

5,239,038 5,249,826

Treasury shares

360,821 352,033

See accompanying notes to consolidated unaudited financial statements

NSTS BANCORP, INC.

Consolidated Statements of Operations (unaudited)

For the three months ended

For the nine months ended

September 30,

September 30,

2025

2024

2025

2024

(Dollars in thousands)

Interest income:

Loans, including fees

$ 1,971 $ 1,797 $ 5,564 $ 4,993

Securities

Taxable

352 370 1,042 1,175

Tax-exempt

60 60 181 184

Federal funds sold and other

418 409 1,448 1,183

Time deposits with other financial institutions

15 14 51 65

FHLB Stock

9 10 27 28

Total interest income

2,825 2,660 8,313 7,628

Interest expense:

Deposits

879 769 2,615 2,123

Other borrowings

61 113 182

Total interest expense

879 830 2,728 2,305

Net interest income

1,946 1,830 5,585 5,323

(Reversal of) Provision for credit losses

( 50 ) 20 ( 30 ) 142

Net interest income after (reversal of) provision for credit losses

1,996 1,810 5,615 5,181

Noninterest income:

Gain on sale of mortgage loans

393 268 1,089 695

Rental income on office building

16 16 48 48

Service charges on deposits

66 67 189 192

Increase in cash surrender value of BOLI

60 56 173 162

Other non-interest income

29 16 134 139

Total noninterest income

564 423 1,633 1,236

Noninterest expense:

Salaries and employee benefits

1,565 1,483 4,740 4,325

Equipment and occupancy

209 190 643 602

Data processing

243 212 698 624

Professional services

98 115 414 398

Advertising

32 60 113 235

Supervisory fees and assessments

38 36 118 107

Loan expenses

68 53 239 148

Deposit expenses

62 63 237 175

Director fees

56 56 155 160

Other non-interest expense

124 136 412 386

Total noninterest expense

2,495 2,404 7,769 7,160

Income (loss) before income taxes

65 ( 171 ) ( 521 ) ( 743 )

Income tax expense

Net income (loss)

$ 65 $ ( 171 ) $ ( 521 ) $ ( 743 )

Basic income (loss) per share

$ 0.01 $ ( 0.03 ) $ ( 0.11 ) $ ( 0.15 )

Diluted income (loss) per share

$ 0.01 $ ( 0.03 ) $ ( 0.11 ) $ ( 0.15 )

Weighted average shares outstanding - basic

4,884,404 4,908,504 4,884,991 4,921,445

Weighted average shares outstanding - diluted

4,909,533 4,908,504 4,884,991 4,921,445

See accompanying notes to consolidated unaudited financial statements

NSTS BANCORP, INC.

Consolidated Statements of Comprehensive Income (Loss) (unaudited)

For the three months ended September 30,

2025

2024

(Dollars in thousands)

Net income (loss)

$ 65 $ ( 171 )

Unrealized net holding gain (loss) on securities

Unrealized net holding gain (loss) on securities arising during period

1,126 2,943

Tax effect

( 321 ) ( 838 )

Other comprehensive income, net of taxes

805 2,105

Comprehensive income

$ 870 $ 1,934

For the nine months ended September 30,

2025

2024

(Dollars in thousands)

Net loss

$ ( 521 ) $ ( 743 )

Unrealized net holding gain (loss) on securities

Unrealized net holding gain (loss) on securities arising during period

3,332 1,952

Tax effect

( 949 ) ( 556 )

Other comprehensive income, net of taxes

2,383 1,396

Comprehensive income

$ 1,862 $ 653

See accompanying notes to consolidated unaudited financial statements

NSTS BANCORP, INC.

Consolidated Statements of Stockholders Equity (unaudited)

Common Shares

Common Stock

Treasury Stock

Additional Paid-In Capital

Retained earnings

Accumulated other comprehensive loss

Unallocated Common Shares Held by ESOP

Total

(Dollars in thousands)

Quarter ended September 30, 2024

Balance at June 30, 2024

5,295,459 $ 56 $ ( 2,571 ) $ 51,240 $ 40,483 $ ( 8,932 ) $ ( 3,776 ) $ 76,500

Net loss

( 171 ) ( 171 )

ESOP shares committed to be released

( 1 ) 53 52

Purchase of treasury stock from stock repurchase program

( 43,446 ) ( 427 ) ( 427 )

Reissuance of treasury stock for options exercised

23,000 206 9 215

Compensation cost for stock options and restricted stock

162 162

Change in net unrealized loss on securities available for sale, net

2,105 2,105

Balance at September 30, 2024

5,275,013 $ 56 $ ( 2,792 ) $ 51,410 $ 40,312 $ ( 6,827 ) $ ( 3,723 ) $ 78,436

Quarter ended September 30, 2025

Balance at June 30, 2025

5,239,038 $ 56 $ ( 3,348 ) $ 52,037 $ 39,680 $ ( 7,028 ) $ ( 3,564 ) $ 77,833

Net income

65 65

ESOP shares committed to be released

10 53 63

Compensation cost for stock options and restricted stock

173 173

Change in net unrealized loss on securities available for sale, net

805 805

Balance at September 30, 2025

5,239,038 $ 56 $ ( 3,348 ) $ 52,220 $ 39,745 $ ( 6,223 ) $ ( 3,511 ) $ 78,939

See accompanying notes to consolidated unaudited financial statements

Common Shares

Common Stock

Treasury Stock

Additional Paid-In Capital

Retained earnings

Accumulated other comprehensive loss

Unallocated Common Shares Held by ESOP

Total

(Dollars in thousands)

Nine months ended September 30, 2024

Balance at December 31, 2023

5,315,261 $ 56 $ ( 2,381 ) $ 50,920 $ 41,055 $ ( 8,223 ) $ ( 3,882 ) $ 77,545

Net loss

( 743 ) ( 743 )

ESOP shares committed to be released

( 5 ) 159 154

Purchase of treasury stock from stock repurchase program

( 51,845 ) ( 508 ) ( 508 )

Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards

( 11,403 ) ( 109 ) ( 109 )

Reissuance of treasury stock for stock options exercised

23,000 206 9 215

Compensation cost for stock options and restricted stock

486 486

Change in net unrealized loss on securities available for sale, net

1,396 1,396

Balance at September 30, 2024

5,275,013 $ 56 ( 2,792 ) $ 51,410 $ 40,312 $ ( 6,827 ) $ ( 3,723 ) $ 78,436

Nine months ended September 30, 2025

Balance at December 31, 2024

5,249,826 $ 56 $ ( 3,240 ) $ 51,684 $ 40,266 $ ( 8,606 ) $ ( 3,670 ) $ 76,490

Net loss

( 521 ) ( 521 )

ESOP shares committed to be released

32 159 191

Forfeiture of stock options and restricted stock

( 2,000 ) ( 8 ) ( 8 )

Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards

( 8,788 ) ( 108 ) ( 108 )

Compensation cost for stock options and restricted stock

512 512

Change in net unrealized loss on securities available for sale, net

2,383 2,383

Balance at September 30, 2025

5,239,038 $ 56 $ ( 3,348 ) $ 52,220 $ 39,745 $ ( 6,223 ) $ ( 3,511 ) $ 78,939

See accompanying notes to consolidated unaudited financial statements

NSTS BANCORP, INC.

Consolidated Statements of Cash Flows (unaudited)

For the nine months ended September 30,

2025

2024

(Dollars in thousands)

Cash flows from operating activities:

Net loss

$ ( 521 ) $ ( 743 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation

227 219

Securities amortization and accretion, net

359 393

Loans originated for sale

( 55,438 ) ( 33,617 )

Proceeds from sales of loans held for sale

58,389 34,042

Gain on sale of mortgage loans

( 1,089 ) ( 695 )

(Reversal of) provision for credit losses

( 30 ) 142

Earnings on bank owned life insurance

( 173 ) ( 162 )

ESOP expense

191 154

Stock based compensation

504 486

Change in deferred income taxes

949 556

Net change in accrued interest receivable and other assets

( 810 ) ( 873 )

Net change in accrued expenses and other liabilities

( 1,717 ) 172

Net cash provided by operating activities

841 74

Cash flows from investing activities:

Net change in portfolio loans

( 5,285 ) ( 15,753 )

Principal repayments on mortgage-backed securities

4,431 4,154

Purchases of securities available for sale

( 10,850 )

Maturities and calls of securities available for sale

1,080 4,300

Purchase of Federal Home Loan Bank stock

( 20 ) ( 35 )

Net change in time deposits with other financial institutions

249 497

Purchases of premises and equipment, net

( 96 ) ( 184 )

Net cash used in investing activities

( 10,491 ) ( 7,021 )

Cash flows from financing activities:

Net change in deposits

( 4,089 ) 11,061

Net change in escrow deposits

( 499 ) ( 508 )

Repayment of FHLB Advance

( 5,000 )

Purchase of treasury shares ( None and 51,845 shares for the nine months ended September 30, 2025 and 2024, respectively)

( 508 )

Purchase of treasury stock from taxes withheld on stock awards

( 108 ) ( 109 )

Proceeds from exercise of stock options

215

Net cash (used in) provided by financing activities

( 9,696 ) 10,151

Net change in cash and cash equivalents

( 19,346 ) 3,204

Cash and cash equivalents at beginning of period

53,481 31,388

Cash and cash equivalents at end of period

$ 34,135 $ 34,592

Supplemental disclosures of cash flow information:

Cash paid during the period for interest

$ 2,752 $ 2,320

Loans transferred to held for sale from portfolio, net

2,744 2,470

See accompanying notes to consolidated unaudited financial statements

Notes to the Unaudited Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and conform to practices within the banking industry. The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial statements. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for fair statement of results for the interim periods presented. Results for the three and nine month periods ended September 30, 2025 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Nature of Operations

NSTS Bancorp, Inc. (“NSTS” or the “Company”, “we” or “our”) was formed to serve as the stock holding company for North Shore Trust and Savings (the “Bank”) in connection with the conversion of North Shore Trust and Savings, NSTS Financial Corporation and North Shore MHC, into the stock form of organization, which was completed on January 18, 2022. Shares of NSTS Bancorp, Inc. stock began trading on January 19, 2022 on the Nasdaq Capital Market under the trading symbol "NSTS."

The Bank operates primarily out of three bank branch locations in the northern suburbs of Chicago, Illinois. In efforts to expand our loan originations within the Chicagoland area, the Bank also has three loan production offices, located in Chicago, Aurora and Plainfield, Illinois. The lending team operates as Oak Leaf Community Mortgage, powered by North Shore Trust and Savings. The Bank offers a variety of financial services to customers in our surrounding communities. Financial services consist primarily of 1 - 4 family mortgage loans, savings accounts, and certificate of deposit accounts. There are no significant concentrations of loans to any one industry or customer. The Bank’s exposure to credit risk is significantly affected by changes in the economy in the Bank’s market area.

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10 -Q and Rule 10 - 01 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with NSTS Bancorp, Inc.’s Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2024 . The unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may vary from those estimates. Material estimates that could significantly change in the near-term include the adequacy of the allowance for credit losses, determination of the valuation allowance on deferred tax assets and the valuation of investment securities and the related tax effect. The results of operations for the three and nine months ended September 30, 2025 , are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2025. Certain amounts in prior year financial statements have been reclassified to conform to the current presentation. Subsequent events have been evaluated through the date of issuance of the unaudited Consolidated Financial Statements. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.

All of the Company’s financial results are similar and considered by management to be aggregated into one reportable operating segment. While the Company has assigned certain management responsibilities by business-line, the Company’s Chief Operating Decision Maker ("CODM") evaluates financial performance on a Company-wide basis. The Company's assigned business lines have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable operating segment.

Financial performance is reported to the CODM monthly, and the primary measure of performance is consolidated net income. The allocation of resources throughout the Company is determined annually based upon consolidated net income performance. The presentation of financial performance to the CODM is consistent with amounts and financial statement line items shown in the Company's consolidated balance sheets and consolidated statements of operations. Additionally, the Company's significant expenses are adequately segmented by category and amount in the consolidated statements of operations to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include salaries and employee benefits, equipment and occupancy expense, data processing, professional services and advertising.

On December 14, 2023, the FASB issued ASU 2023 - 09 “Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures”. The amendments require that public business entities on an annual basis ( 1 ) disclose specific categories in the rate reconciliation, and ( 2 ) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid: ( 1 ) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and ( 2 ) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: ( 1 ) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and ( 2 ) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt this ASU, and does not expect the amendments to have a material impact to the annual financial statements of the Company.

In November 2024, the FASB issued ASU No. 2024 - 03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ).” The pronouncement requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024 - 03 and its impact on its Consolidated Financial Statements and disclosures, and does not expect the amendments to have a material impact to the annual financial statements of the Company.

8

Note 2: Securities Available for Sale

The amortized cost and estimated fair value of debt securities at September 30, 2025 and December 31, 2024 , by contractual maturity, are shown below. The accrued interest receivable for securities available for sale was $ 292,000 and $ 278,000 on September 30, 2025 and December 31, 2024, respectively. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties, therefore, these securities have been included in the below table based on average remaining life.

September 30, 2025

U.S. Treasury notes

U.S. government agency obligations

Municipal obligations

Mortgage-backed residential obligations

Collateralized mortgage obligations

Total available-for-sale

(Dollars in thousands)

1 year or less

$ $ $ 79 $ $ 717 $ 796

1 to 5 years

7,077 6,366 1,322 8,235 17,849 40,849

5 to 10 years

2,150 3,206 15,716 6,841 27,913

After 10 years

7,323 578 2,102 10,003

Fair value

7,077 8,516 11,930 24,529 27,509 79,561

Gross unrealized gains

1 1

Gross unrealized losses

( 3 ) ( 748 ) ( 2,056 ) ( 3,185 ) ( 2,714 ) ( 8,706 )

Amortized cost

$ 7,079 $ 9,264 $ 13,986 $ 27,714 $ 30,223 $ 88,266

December 31, 2024

U.S. government agency obligations

Municipal obligations

Mortgage-backed residential obligations

Collateralized mortgage obligations

Total available-for-sale

(Dollars in thousands)

1 year or less

$ 1,000 $ $ $ $ 1,000

1 to 5 years

3,047 1,452 8,971 15,086 28,556

5 to 10 years

4,610 2,401 15,794 7,786 30,591

After 10 years

7,883 1,150 2,069 11,102

Fair value

8,657 11,736 25,915 24,941 71,249

Gross unrealized gains

Gross unrealized losses

( 1,062 ) ( 2,367 ) ( 4,766 ) ( 3,842 ) ( 12,037 )

Amortized cost

$ 9,719 $ 14,103 $ 30,681 $ 28,783 $ 83,286

As of September 30, 2025 , and December 31, 2024 , no securities were pledged to secure public deposits or for other purposes as required or permitted by law.

Information pertaining to securities with gross unrealized losses at September 30, 2025 and December 31, 2024 , aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows:

Less than 12 Months

12 Months or Longer

Total

(Dollars in thousands)

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

September 30, 2025

U.S. Treasury notes

$ 4,501 $ 3 $ $ $ 4,501 $ 3

U.S. government agency obligations

7,516 748 7,516 748

Municipal obligations

11,930 2,056 11,930 2,056

Mortgage-backed residential obligations

24,529 3,185 24,529 3,185

Collateralized mortgage obligations

2,613 22 24,896 2,692 27,509 2,714

Total

$ 7,114 $ 25 $ 68,871 $ 8,681 $ 75,985 $ 8,706

December 31, 2024

U.S. government agency obligations

$ $ $ 8,657 $ 1,062 $ 8,657 $ 1,062

Municipal obligations

467 28 11,269 2,339 11,736 2,367

Mortgage-backed residential obligations

25,915 4,766 25,915 4,766

Collateralized mortgage obligations

24,941 3,842 24,941 3,842

Total

$ 467 $ 28 $ 70,782 $ 12,009 $ 71,249 $ 12,037

9

At September 30, 2025 and December 31, 2024 , many of the investment securities were in unrealized loss positions. There were no securities with identified credit losses at September 30, 2025 and December 31, 2024 , respectively. Unrealized losses have not been recognized into income because, based on management's evaluation, the decline in fair value is largely due to increased market rates, temporary market conditions and trading spreads, and, as such, are considered to be temporary by the Bank. In addition, management has the intent and ability to hold the securities until they mature or they recover their carrying values.

All U.S. government agency obligations, mortgage-based residential obligations and collateralized mortgage obligations are agency-issued or government-sponsored enterprise issued. Agency-issued securities are generally guaranteed by a U.S. government agency, such as the Government National Mortgage Association. Government-sponsored enterprises, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the Small Business Administration, have either a direct or implied guarantee by the U.S. government.

The Bank holds two classifications of municipal bonds, general obligation bonds and revenue bonds. General obligation bonds are backed by the general revenue of the issuing municipality, while revenue bonds are supported by a specific revenue source. All general obligation and revenue bonds have a bond rating of investment grade by Standard and Poor's or Moody's Investor Services or are not rated. There have been no declines in investment grades on bonds in a loss position and, as of September 30, 2025 , all municipal bonds are paying as agreed.

There were no sales of securities available-for-sale during the nine months ended September 30, 2025 and 2024 .

Note 3: Loans and allowance for credit losses

A summary of loans by major category as of September 30, 2025 and December 31, 2024 is as follows:

September 30, 2025

December 31, 2024

(Dollars in thousands)

First mortgage loans

1-4 family residential

$ 121,443 $ 119,409

Multi-family

3,272 3,368

Commercial

4,318 4,197

Construction

4,518 3,651

Total first mortgage loans

133,551 130,625

Consumer loans

284 282

Total loans

133,835 130,907

Net deferred loan costs

362 650

Allowance for credit losses on loans

( 1,260 ) ( 1,201 )

Total loans, net

$ 132,937 $ 130,356

First mortgage loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balance of these loans totaled $ 21.0 million and $ 13.9 million at September 30, 2025 and December 31, 2024 , respectively. Custodial escrow balances maintained in connection with the loans serviced were $ 231,000 and $ 236,000 at September 30, 2025 and December 31, 2024 , respectively.

The accrued interest receivable for loans, net, was $ 582,000 and $ 560,000 for September 30, 2025 and December 31, 2024, respectively

In the normal course of business, loans are made by the Bank to directors and officers of the Company and the Bank (related parties). The terms of these loans, including interest rate and collateral, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability. At September 30, 2025 and December 31, 2024 , such borrowers were indebted to the Bank in the aggregate amount of $ 570,000 and $ 587,000 , respectively.

10

The following tables present the activity in the allowance for credit losses ("ACL") for the three and nine months ended September 30, 2025 and 2024 :

September 30, 2025

1-4 family

residential

Multi-family

Commercial

Construction

Consumer

Total

(Dollars in thousands)

Three months ended

Beginning balance

$ 1,056 $ 37 $ 44 $ 61 $ 2 $ 1,200

Charge-offs

Recoveries

99 99

Net recoveries (charge-offs)

99 99

Provision for (release of) credit losses

47 2 10 ( 98 )

( 39

)

Ending balance

$ 1,103 $ 39 $ 44 $ 71 $ 3 $ 1,260

September 30, 2025

1-4 family

residential

Multi-family

Commercial

Construction

Consumer

Total

(Dollars in thousands)

Nine months ended

Beginning balance

$ 1,056 $ 37 $ 41 $ 65 $ 2 $ 1,201

Charge-offs

Recoveries

99 99

Net recoveries (charge-offs)

99 99

Provision for (release of) credit losses

47 2 3 6 ( 98 ) ( 40 )

Ending balance

$ 1,103 $ 39 $ 44 $ 71 $ 3 $ 1,260

September 30, 2024

1-4 family

residential

Multi-family

Commercial

Construction

Consumer

Total

(Dollars in thousands)

Three months ended

Beginning balance

$ 1,165 $ 36 $ 41 $ 24 $ 1 $ 1,267

Charge-offs

Recoveries

Net recoveries (charge-offs)

(Release of) provision for credit losses

( 1 ) 3 1 1 4

Ending balance

$ 1,164 $ 39 $ 42 $ 24 $ 2 $ 1,271

September 30, 2024

1-4 family

residential

Multi-family

Commercial

Construction

Consumer

Total

(Dollars in thousands)

Nine months ended

Beginning balance

$ 1,094 $ 40 $ 37 $ 4 $ 1 $ 1,176

Charge-offs

Recoveries

Net recoveries (charge-offs)

Provision for (release of) credit losses

70 ( 1 ) 5 20 1 95

Ending balance

$ 1,164 $ 39 $ 42 $ 24 $ 2 $ 1,271

The ACL on loans excludes $ 69,000 and $ 60,000 of allowance for off-balance sheet exposures as of September 30, 2025 and 2024, respectively, recorded within Other Liabilities on the Consolidated Balance Sheets. Off-balance sheet exposures consist of unused lines of credit, the unused portion of construction loans and commitments to originate loans. The net provision for credit losses for the three and nine months ended September 30, 2025 in the table above excludes a (reversal of) and a provision for credit losses of $( 11,000 ) and $ 10,000 , respectively, related to off balance sheet exposures. The net provision for credit losses for the three and nine months ended September 30, 2024 in the table above excludes a provision for credit losses of $ 16,000 and $ 47,000 , respectively, related to off balance sheet exposures.

11

As of September 30, 2025 , there were two collateral dependent loan totaling $ 285,000 in the one to four -family residential loan segment. These loans are collateralized by residential real estate and have no ACL as of September 30, 2025. There were no other collateral dependent loans as of September 30, 2025. There were no collateral dependent loans as of December 31, 2024.

The Bank evaluates collectability based on payment activity and other factors. The Bank uses a graded loan rating system as a means of identifying potential problem loans, as follows:

Pass

Loans in these categories are performing as expected with low to average risk.

Special Mention

Loans in this category are internally designated by management as “watch loans.” These loans are starting to show signs of potential weakness and are closely monitored by management.

Substandard

Loans in this category are internally designated by management as “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the paying capacity of the obligors or the current net worth of the collateral pledged. Substandard loans present a distinct possibility that the Bank will sustain losses if such weaknesses are not corrected.

Doubtful

Loans classified as doubtful have all the weaknesses inherent in those designated as “substandard” with the added characteristic that the weaknesses may make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.

On an annual basis, or more often if needed, the Bank formally reviews the ratings on commercial loans. In addition, the Bank performs an independent review of a significant portion of the commercial loan portfolio. Management uses the results of the independent review as part of its annual review process.

12

The following tables present the credit risk profile of the Company's loan portfolio based on risk rating category and year of origination as of September 30, 2025 and December 31, 2024 .

As of September 30, 2025

Term loans amortized cost basis by origination year

2025

2024

2023

2022

2021

Prior

Revolving loans amortized cost basis

Revolving loans converted to term loans amortized cost basis

Total

(Dollars in thousands)

1-4 family residential

Pass

$ 15,330 $ 14,001 $ 18,969 $ 11,280 $ 16,631 $ 39,104 $ 5,843 $ $ 121,158

Special Mention

Substandard

263 22 285

Total 1-4 family residential

15,330 14,264 18,969 11,280 16,631 39,126 5,843 121,443

Current year-to-date gross write-offs

Multi-family

Pass

509 223 2,540 $ 3,272

Special Mention

Substandard

Total multi-family

509 223 2,540 3,272

Current year-to-date gross write-offs

Commercial

Pass

169 93 2,898 1,158 $ 4,318

Special Mention

Substandard

Total commercial

169 93 2,898 1,158 4,318

Current year-to-date gross write-offs

Construction

Pass

933 3,493 92 $ 4,518

Special Mention

Substandard

Total construction

933 3,493 92 4,518

Current year-to-date gross write-offs

Consumer

Pass

125 54 54 44 5 2 $ 284

Special Mention

Substandard

Total consumer

125 54 54 44 5 2 284

Current year-to-date gross write-offs

Total

Pass

16,388 18,057 19,284 11,324 16,952 44,544 7,001 133,550

Special Mention

Substandard

263 22 285

Total

16,388 18,320 19,284 11,324 16,952 44,566 7,001 133,835

Current year-to-date gross write-offs

13

As of December 31, 2024

Term loans amortized cost basis by origination year

2024

2023

2022

2021

Prior

Revolving loans amortized cost basis

Revolving loans converted to term loans amortized cost basis

Total

(Dollars in thousands)

1-4 family residential

Pass

$ 20,577 $ 20,986 $ 12,421 $ 18,074 $ 43,245 $ 4,106 $ $ 119,409

Special Mention

Substandard

Total 1-4 family residential

20,577 20,986 12,421 18,074 43,245 4,106 119,409

Current year-to-date gross write-offs

Multi-family

Pass

515 230 2,623 3,368

Special Mention

Substandard

Total multi-family

515 230 2,623 3,368

Current year-to-date gross write-offs

Commercial

Pass

148 301 96 3,158 494 4,197

Special Mention

Substandard

Total commercial

148 301 96 3,158 494 4,197

Current year-to-date gross write-offs

Construction

Pass

3,134 517 3,651

Special Mention

Substandard

Total construction

3,134 517 3,651

Current year-to-date gross write-offs

Consumer

Pass

127 77 58 18 2 282

Special Mention

Substandard

Total consumer

127 77 58 18 2 282

Current year-to-date gross write-offs

Total

Pass

24,501 21,881 12,479 18,418 49,028 4,600 130,907

Special Mention

Substandard

Total

24,501 21,881 12,479 18,418 49,028 4,600 130,907

Current year-to-date gross write-offs

14

The aging of the Bank’s loan portfolio as of September 30, 2025 and December 31, 2024 , is as follows:

31-89 Days Past Due and Accruing

Greater than 90 Days Past Due and Accruing

Non-Accrual

Total Past Due and Non-Accrual

Current

Total Loan Balance

(Dollars in thousands)

September 30, 2025

1-4 family residential

$ 179 $ $ 285 $ 464 $ 120,979 $ 121,443

Multi-family

3,272 3,272

Commercial

4,318 4,318

Construction

4,518 4,518

Consumer

284 284

Total

$ 179 $ $ 285 $ 464 $ 133,371 $ 133,835

December 31, 2024

1-4 family residential

$ 371 $ $ $ 371 $ 119,038 $ 119,409

Multi-family

3,368 3,368

Commercial

4,197 4,197

Construction

3,651 3,651

Consumer

282 282

Total

$ 371 $ $ $ 371 $ 130,536 $ 130,907

The following table presents the amortized cost basis of loans on nonaccrual status recorded at September 30, 2025 , December 31, 2024 and January 1, 2024. There was no interest recognized on non-accrual loans for the nine months ended September 30, 2025 and 2024.

September 30, 2025

December 31, 2024

January 1, 2024

Nonaccrual with no Allowance for Credit Losses

Total Nonaccrual

Nonaccrual with no Allowance for Credit Losses

Total Nonaccrual

Nonaccrual with no Allowance for Credit Losses

Total Nonaccrual

(Dollars in thousands)

First mortgage loans

1-4 family residential

$ 285 $ 285 $ $ $ 200 $ 200

Multi-family

Commercial

Construction

Consumer loans

Total loans

$ 285 $ 285 $ $ $ 200 $ 200

The Bank may modify loans to borrowers experiencing financial difficulty by providing modifications to repayment terms; more specifically, modifications to loan interest rates. Management performs an analysis at the time of loan modification. Any reserve required is recorded through a provision to the allowance for credit losses on loans. There were no modifications on loans to borrowers experiencing financial difficulty during the nine months ended September 30, 2025 and 2024 .

15

Note 4: Deposits

As of September 30, 2025 the scheduled maturities of time deposits are as follows:

For the 12 months ended

September 30,

Amount

(Dollars in thousands)

2026

$ 70,358

2027

8,365

2028

7,579

2029

6,349

2030 and beyond

2,419

Total

$ 95,070

In the normal course of business, deposit accounts are held by directors and executive officers of the Company and the Bank (related parties). The terms for these accounts, including interest rates, fees, and other attributes, are similar to those prevailing for comparable transactions with other customers and do not involve more than the normal level of risk associated with deposit accounts. At September 30, 2025 and December 31, 2024 , total deposits held by directors and officers of the Company and the Bank were $ 1.2 million and $ 1.1 million, respectively.

16

Note 5: Other Borrowings

There were no additional borrowings made during the nine months ended September 30, 2025 and 2024. In June 2025, the Company repaid the $ 5.0 million advance from FHLB Chicago. There was no outstanding borrowed funds at September 30, 2025.

The following table shows certain information regarding our borrowings at or for the dates indicated:

For the three months ended

For the nine months ended

September 30,

September 30,

2025

2024

2025

2024

(Dollars in thousands)

FHLB of Chicago advances and other borrowings:

Average balance outstanding

$ $ 5,000 $ 3,114 $ 5,000

Maximum amount outstanding at any month-end during the period

5,000 5,000 5,000

Average interest rate during the period

N/A 4.9 % 4.8 % 4.9 %

September 30, 2025

December 31, 2024

(Dollars in thousands)

Balance outstanding at end of period

5,000

Weighted average interest rate at end of period

N/A 4.8 %

The eligible borrowings are collateralized by $ 104.4 million and $ 103.8 million of first mortgage loans under a blanket lien arrangement at September 30, 2025 and December 31, 2024 , respectively.

The following table shows the outstanding advances, additional borrowing capacity and total borrowing capacity from the FHLB Chicago at the dates presented.

September 30, 2025

December 31, 2024

(Dollars in thousands)

Outstanding advances

$ $ 5,000

Additional borrowing capacity

78,528 73,094

Total borrowing capacity

$ 78,528 $ 78,094

Additionally, at September 30, 2025 and December 31, 2024 , we had a $ 10.0 million federal funds line of credit with BMO Harris Bank, none of which was drawn at September 30, 2025 and December 31, 2024 .

17

Note 6: Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets for identical assets or liabilities

Level 2

Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3

Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities

An asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at September 30, 2025 or December 31, 2024 .

Securities available for sale (Recurring)

Where quoted market prices are available in an active market, securities such as U.S. Treasuries, would be classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities would be classified within Level 3 of the hierarchy.

Individually Evaluated (Nonrecurring)
Individually evaluated loans are recorded at fair value on a nonrecurring basis. The fair value of loans is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made
in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a quarterly basis for additional credit losses and adjusted accordingly.

18

The following table presents the Bank’s assets that are measured at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2025 and December 31, 2024 :

Fair Value Measurements Using

Fair Value

Level 1

Level 2

Level 3

(Dollars in thousands)

September 30, 2025

Securities available-for-sale

U.S. Treasury notes

$ 7,077 $ 7,077 $ $

U.S. government agency obligations

8,516 8,516

Municipal obligations

11,930 11,930

Mortgage-backed residential obligations

24,529 24,529

Collateralized mortgage obligations

27,509 27,509

Total

$ 79,561 $ 7,077 $ 72,484 $

December 31, 2024

Securities available-for-sale

U.S. government agency obligations

$ 8,657 $ $ 8,657 $

Municipal obligations

11,736 11,736

Mortgage-backed residential obligations

25,915 25,915

Collateralized mortgage obligations

24,941 24,941

Total

$ 71,249 $ $ 71,249 $

The Bank may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with accounting principles generally accepted in the United States of America. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. There were no assets measured at fair value on a nonrecurring basis as of September 30, 2025 and December 31, 2024.

19

Note 7: Fair Value of Financial Instruments

Financial instruments are classified within the fair value hierarchy using the methodologies described in Note 6 – Fair Value Measurements. The following disclosures include financial instruments that are not carried at fair value on the Consolidated Balance Sheets. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

Certain financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The carrying value of these financial instruments assumes to approximate the fair value of these instruments. These instruments include cash and cash equivalents, non-interest bearing deposit accounts, time deposits with other financial institutions, FHLB stock, escrow deposits and accrued interest receivable and payable.

The carrying amounts and estimated fair values by fair value hierarchy of certain financial instruments are as follows:

Carrying

Estimated

Amount

Level 1

Level 2

Level 3

Fair Value

(Dollars in thousands)

September 30, 2025

Financial assets:

Loans, net

$ 132,937 $ $ $ 123,965 $ 123,965

Loans held for sale

2,100 2,142 2,142

Financial liabilities:

Interest-bearing deposits

$ 174,566 $ $ 175,030 $ $ 175,030

December 31, 2024

Financial assets:

Loans, net

$ 130,356 $ $ $ 124,084 $ 124,084

Loans held for sale

1,218 1,242 1,242

Financial liabilities:

Interest-bearing deposits

$ 178,260 $ $ 178,872 $ $ 178,872

Other Borrowings

5,000 4,999 4,999

Note 8: Capital Ratios

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under accounting principles generally accepted in the United States of America, regulatory reporting requirements and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulatory reporting standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets and of Tier I capital to average assets, as such individual components and calculations are defined by related standards.

As of September 30, 2025 the most recent notification from the regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification which management believes have changed the Bank’s category. On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The intent of CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions and depository institution holding companies, as directed under the Economic Growth, Relief, and Consumer Protection Act. Under CBLR, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9% subject to a limited two quarter grace period, during which the leverage ratio cannot drop 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. The Bank elected to begin using CBLR for the first quarter of 2020. Management believes, as of September 30, 2025 , that the Bank met all capital adequacy requirements to which it was subject.

20

The Bank’s actual capital amounts and ratios as of September 30, 2025 and December 31, 2024 , are presented below:

Minimum Required to be

Actual

Well-Capitalized (1)

Amount

Ratio

Amount

Ratio

As of September 30, 2025

(Dollars in thousands)

Tier 1 capital (to Average Assets)

$ 65,679 24.11 % $ 24,517 >9%

As of December 31, 2024

Tier 1 capital (to Average Assets)

$ 64,634 23.53 % $ 24,722 >9%

( 1 ) As defined by regulatory agencies. Failure to exceed the leverage ratio thresholds required under CBLR in the future, subject to any applicable grace period, would require the Bank to return to the risk-based capital ratio thresholds previously utilized under the fully phased-in Basel III Capital Rules to determine capital adequacy.

Note 9: Commitments and Contingencies

In the ordinary course of business, the Bank has various commitments and contingent liabilities that are not reflected in the accompanying financial statements. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the financial position of the Bank.

Financial Instruments

The Bank does not engage in the use of interest rate swaps or futures, forwards or option contracts.

At September 30, 2025 and December 31, 2024 , unused lines of credit and outstanding commitments to originate loans were as follows:

September 30, 2025

December 31, 2024

(Dollars in thousands)

Unused line of credit

$ 10,090 $ 8,950

Commitments to originate loans

1,934 1,109

Total commitments

$ 12,024 $ 10,059

Concentrations of Credit Risk

The Bank generally originates single-family residential loans within its primary lending area. These loans are secured by the underlying properties.

The Bank maintains its cash in deposit accounts at the Federal Reserve Bank or other institutions, the balances of which may exceed federally insured limits. The Bank has not experienced any losses in such accounts. The Bank believes it is not exposed to any significant credit risk on cash and cash equivalents.

Interest Rate Risk

The Bank assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, fair values of its financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the overall interest rate risk.

Litigation

Due to the nature of its business activities, the Bank is at times subject to legal action which arises in the normal course of business. In the opinion of management, the ultimate resolution of these matters is not expected to have a material effect on the financial position or results of operations of the Bank.

21

Note 10: Earnings Per Share

Basic EPS represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that should then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents.

There were no securities or other contracts that had a dilutive effect for the nine months ended September 30, 2025 and 2024, and the three months ended September 30, 2024, and therefore the weighted average common shares outstanding used to calculate both basic and diluted EPS are the same. Shares held by the Employee Stock Ownership Plan ("ESOP") that have not been allocated to employees in accordance with the terms of the ESOP, referred to as "unallocated ESOP shares", are not deemed outstanding for EPS calculations.

Three Months Ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

(Income in thousands)

(Income in thousands)

Net income (loss) applicable to common shares

$ 65 $ ( 171 ) $ ( 521 ) $ ( 743 )

Average number of common shares outstanding

5,239,038 5,284,380 5,244,878 5,302,574

Less: Average unallocated ESOP shares

354,634 375,876 359,887 381,129

Average number of common shares outstanding used to calculate basic income (loss) per common share

4,884,404 4,908,504 4,884,991 4,921,445

Diluted effect of stock options

25,129

Diluted average shares outstanding

4,909,533 4,908,504 4,884,991 4,921,445

Income (Loss) per common share basic

$ 0.01 $ ( 0.03 ) $ ( 0.11 ) $ ( 0.15 )

Income (Loss) per common share diluted

$ 0.01 $ ( 0.03 ) $ ( 0.11 ) $ ( 0.15 )

All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS. The Company excluded anti-dilutive share option awards from the computation of diluted earnings per share.

22

Note 11: Stock Based Compensation

ESOP

Employees participate in an Employee Stock Ownership Plan ("ESOP"). The ESOP borrowed funds from the Company to purchase 431,836 shares of stock at $ 10 per share. The Bank makes discretionary contributions to the ESOP, as well as paying dividends on unallocated shares to the ESOP, and the ESOP uses funds it receives to repay the loan. When loan payments are made, ESOP shares are allocated to participants based on relative compensation. Participants receive the shares at the end of employment. Dividends on allocated shares increase participants accounts.

There were no contributions to the ESOP during the first nine months of 2025, as the annual loan payment will be made during the fourth quarter. Expense recorded was $ 63,000 and $ 52,000 for the three months ended September 30, 2025 and 2024 , respectively, and is recognized over the service period. Expense recorded was $ 191,000 and $ 154,000 for the nine months ended September 30, 2025 and 2024 , respectively, and is recognized over the service period.

Shares held by the ESOP were as follows:

As of September 30,

2025

2024

(Dollars in thousands)

Shares allocated

64,844 43,624

Shares committed for allocation

15,915 15,885

Shares distributed to plan participants

( 3,625 )

Unallocated

351,077 372,327

Total ESOP shares

428,211 431,836

Fair value of unearned shares as of September 30, 2025 and 2024, respectively

$ 4,051 $ 3,854

Fair value of unearned shares is based on a stock price of $ 11.54 and $ 10.35 as of September 30, 2025 and 2024 , respectively.

Equity Incentive Plan

At the Company's annual meeting of stockholders held on May 24, 2023, stockholders approved the NSTS Bancorp, Inc. 2023 Equity Incentive Plan ( “2023 Equity Plan”), which provides for the granting of up to 755,714 shares ( 215,918 shares of restricted stock and 539,796 shares available for future grants of stock options) of the Company’s common stock pursuant to equity awards made under the 2023 Equity Plan.

Stock options granted under the 2023 Equity Plan generally vest in equal annual installments over a service period of five years beginning on the date of grant. The vesting of the options accelerates upon death, disability or following a change in control of the Company. Stock options are generally granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on the closing market price of the Company's common stock on the date of grant, and have an expiration period of ten years. As of September 30, 2025 , the Company has 26,296 shares available for future grants of stock options under the 2023 Equity Plan.


The Company recognizes compensation expense for the fair values of these awards, which have graded vesting, on a straight-line basis over the requisite service period of the awards. Upon exercise of vested options, management expects to first draw on treasury stock as the source for shares.

23

The following is a summary of the Company's stock option activity and related information for the periods presented.

Stock Option

Shares

Weighted Average Exercise Price

Aggregate Intrinsic Value (1)

Outstanding at June 30, 2024

465,500 $ 9.36

Granted

Exercised

23,000 9.36

Forfeited

Outstanding at September 30, 2024

442,500 $ 9.36 $ 438

Exercisable - End of Period

88,500 9.36 88

Outstanding at June 30, 2025

490,500 $ 9.59

Granted

Exercised

Forfeited

Outstanding at September 30, 2025

490,500 $ 9.59 $ 956

Exercisable - End of Period

186,800 9.36 407

Stock Option

Shares

Weighted Average Exercise Price

Aggregate Intrinsic Value (1)

Outstanding at December 31, 2023

465,500 $ 9.36

Granted

Exercised

23,000 9.36

Forfeited

Outstanding at September 30, 2024

442,500 $ 9.36 $ 438

Exercisable - End of Period

88,500 9.36 88

Outstanding at December 31, 2024

500,500 $ 9.59

Granted

Exercised

Forfeited

10,000 9.36

Outstanding at September 30, 2025

490,500 $ 9.59 $ 956

Exercisable - End of Period

186,800 9.36 407

( 1 ) Dollars in thousands. The aggregate intrinsic value of outstanding and exercisable options at September 30, 2025 and 2024 were calculated based on the closing market price of the Company's common stock of September 30, 2025 and 2024 of $ 11.54 and $ 10.35 , respectively, per share less the exercise price.

Expected future expense relating to the non-vested options outstanding as of September 30, 2025 is $ 1.0 million over a weighted average period of 2.9 years. As of September 30, 2025 , the Company had 490,500 in outstanding stock options with a weighted average remaining life of 7.9 years outstanding.

24

Restricted shares granted under the 2023 Equity Plan generally vest in equal annual installments over a service period of five years beginning on the date of grant. The vesting of the awards accelerates upon death, disability or following a change in control of the Company. The product of the number of shares granted and the grant date closing market price of the Company’s common stock determines the fair value of restricted shares under the 2023 Equity Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period.

As of September 30, 2025 , the Company has 14,018 shares of restricted stock available for future grants under the 2023 Equity Plan.

The following is a summary of the status of the Company's restricted shares as of and for the periods presented.

Restricted Stock

Shares

Weighted Average Grant Date Fair Value

Non-vested balance as of June 30, 2024

142,400 $ 9.36

Granted

Vested

Forfeited

Non-vested balance as of September 30, 2024

142,400 $ 9.36

Non-vested balance as of June 30, 2025

116,480 $ 9.63

Granted

Vested

Forfeited

Non-vested balance as of September 30, 2025

116,480 $ 9.63

Restricted Stock

Shares

Weighted Average Grant Date Fair Value

Non-vested balance as of December 31, 2023

178,000 $ 9.36

Granted

Vested

35,600 9.36

Forfeited

Non-vested balance as of September 30, 2024

142,400 $ 9.36

Non-vested balance as of December 31, 2024

151,740 $ 9.57

Granted

Vested

33,260 9.36

Forfeited

2,000 9.36

Non-vested balance as of September 30, 2025

116,480 $ 9.63

Expected future expense related to the non-vested restricted shares outstanding as of period end is $ 1.0 million over a weighted average period of 2.9 years.

The following table presents the stock based compensation expense for the periods presented.

Three Months Ended September 30,

Nine months ended September 30,

2025

2024

2025

2024

(Dollars in thousands)

(Dollars in thousands)

Stock option expense

$ 86 $ 79 $ 246 $ 236

Restricted stock expense

87 83 258 250

Total stock based compensation expense

$ 173 $ 162 $ 504 $ 486

25

ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section is intended to assist in the understanding of our financial performance through a discussion of our financial condition as of September 30, 2025 and as compared to our financial condition as of December 31, 2024, and our results of operations for the three and nine months ended September 30, 2025 and 2024. This section should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This filing contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

statements of our goals, intentions and expectations;

statements regarding our business plans, prospects, growth and operating strategies;

statements regarding the quality of our loan and investment portfolios; and

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our 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 business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

general economic conditions, either nationally or in our market areas, that are different than expected;

changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;

fluctuations in real estate values and both residential and commercial real estate market conditions;

inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans;

our ability to manage our liquidity and to access cost-effective funding, including significant fluctuations in our deposit accounts;

major catastrophes such as tornadoes, floods or other natural disasters, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

further data processing and other technological changes that may be more difficult or expensive than expected;

success or consummation of new business initiatives may be more difficult or expensive than expected;

interruptions involving information technology and communications systems of service providers;

breaches or failures of information security controls or cyber-related incidents;

demand for loans and deposits in our market area;

our ability to continue to implement our business strategies;

competition among depository and other financial institutions;

adverse changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

our ability to manage market risk, credit risk and operational risk in the current economic conditions;

our ability to enter new markets successfully and capitalize on growth opportunities;

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

changes in consumer spending, borrowing and savings habits;

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

our ability to hire and retain key employees and our reliance on our executive officers; and

our compensation expense associated with equity allocated or awarded to our employees.

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.

General

On January 18, 2022, NSTS Bancorp, Inc. (“the Company”) became the holding company for North Shore Trust and Savings (“the Bank”) when North Shore MHC completed its conversion into the stock holding company form of organization. Shares of the Company's common stock began trading on January 19, 2022 on the Nasdaq Capital Market under the trading symbol “NSTS.”

NSTS Bancorp, Inc.

NSTS Bancorp, Inc. is a Delaware corporation which was incorporated in September 2021. As a savings and loan holding company, NSTS Bancorp, Inc. is regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The Company’s primary business activities relate to owning all of the outstanding shares of capital stock of the Bank.

The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with NSTS Bancorp, Inc.'s Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

North Shore Trust and Savings

North Shore Trust and Savings, a federally-chartered stock savings institution, was established in 1921 as North Shore Building and Loan, an Illinois-chartered institution. The Bank is a wholly owned subsidiary of NSTS Bancorp, Inc., and operates as a traditional savings institution focused primarily on serving the banking needs of customers in our market area of Lake County, Illinois and adjacent communities. We operate from our headquarters and main banking office in Waukegan, Illinois, as well as two additional full-service branch offices located in Waukegan and Lindenhurst, Illinois. We also have three loan production offices in Chicago, Aurora and Plainfield, Illinois. Our primary business activity is attracting deposits from the general public and using those funds to originate one- to four-family residential mortgage loans and purchase investments. We are subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency (the “OCC”).

Our Business and Franchise

For over 100 years, we have served Lake County, Illinois and the surrounding communities. We have established deep ties to the community and developed customer relationships which have spanned generations. We pride ourselves in matching our products and services to the needs of the community.

North Shore Trust and Savings is primarily engaged in attracting deposits from the general public and using those funds to invest in loans and securities. Our principal sources of funds are customer deposits, repayments of loans, maturities of investments and funds borrowed from outside sources such as the Federal Home Loan
Bank of Chicago (“FHLB”). These funds are primarily used for the origination of loans, including one- to four-family residential first mortgage loans, commercial real estate mortgage loans, multi-family residential mortgage loans, one- to four- family residential construction loans and consumer loans. North Shore Trust and Savings derives its income principally from interest earned on loans and investment securities, the gain on sale of mortgage loans sold into the secondary mortgage market, and, to a lesser extent, from fees received in connection with the origination of loans, service charges on deposit accounts and for other services. We invest in bank owned life insurance (“BOLI”) to provide us with a funding source for our benefit plan obligations. BOLI also generally provides us noninterest income that is non-taxable. North Shore Trust and Savings’ primary expenses are interest expense on deposits and borrowings and general operating expenses.

Our business strategy is to continually enhance our products and services with a focus on one- to four- family residential first mortgage loans, and to maintain our holdings of commercial real estate and multi-family residential real estate loans. Our traditional lending market is centered in our retail branch area of Lake County,
Illinois. We are also an active originator of residential home loans in Lake County, Illinois as well as other counties in the greater Chicagoland area, as well as Kenosha County in Wisconsin. We established a loan production office in Chicago, Illinois in 2016 and two additional loan production offices in Aurora and Plainfield, Illinois in 2023, to originate loans outside of our branch network in a more densely populated metropolitan area, which we believe benefits us geographically. The lending team originates loans as Oak Leaf Community Mortgage, powered by North Shore Trust and Savings.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated unaudited interim financial statements for the three and nine months ended September 30, 2025 and 2024, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates.

Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “ Management s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies ” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

This discussion is intended to focus on certain financial information regarding our consolidated company and may not contain all the information that is important to the reader. The purpose of this discussion is to provide the reader with a more thorough understanding of our financial statements. As such, this discussion should be read carefully and in conjunction with the consolidated financial statements and accompanying notes contained elsewhere in this report.

Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for credit losses, fee income and other noninterest income and noninterest expense. Noninterest expense principally consists of compensation, office occupancy and equipment expense, data processing, advertising and business promotion and other expenses. We expect that our noninterest expenses will increase as we grow and expand our operations. Our results of operations and financial condition are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, changes in accounting guidance, government policies and actions of regulatory authorities.

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances. The table also reflects the yields on the Company’s interest-earning assets and costs of interest-bearing liabilities for the periods shown.

For the Three Months Ended September 30,

2025

2024

Average

Average

Outstanding

Average Yield/

Outstanding

Average Yield/

Balance

Interest

Rate

Balance

Interest

Rate

(Dollars in thousands)

Interest-earning assets:

Loans, net

$ 138,703 $ 1,971 5.68 % $ 135,302 $ 1,797 5.31 %

Federal funds sold and interest-bearing deposits in other banks

40,531 418 4.13 % 35,353 409 4.63 %

Time deposits with other financial institutions

1,345 15 4.46 % 1,291 14 4.34 %

Securities available for sale

71,643 412 2.30 % 74,547 430 2.31 %

FHLB stock

605 9 5.95 % 585 10 6.84 %

Total interest-earning assets

252,827 $ 2,825 4.47 % 247,078 $ 2,660 4.31 %

Noninterest-earning assets

19,303 19,625

Total assets

$ 272,130 $ 266,703

Interest-bearing liabilities:

Interest-bearing demand

$ 14,299 $ 2 0.06 % $ 16,011 $ 2 0.05 %

Money market

27,455 43 0.63 % 30,157 49 0.65 %

Savings

40,451 15 0.15 % 40,885 15 0.15 %

Time deposits

94,578 819 3.46 % 80,780 703 3.48 %

Total interest-bearing deposits

$ 176,783 $ 879 1.99 % $ 167,833 $ 769 1.83 %

Other borrowings

0 N/A 5,000 61 4.88 %

Total interest-bearing liabilities

176,783 $ 879 1.99 % 172,833 $ 830 1.92 %

Noninterest-bearing liabilities

17,455 16,516

Total liabilities

$ 194,238 $ 189,349

Equity

77,892 77,354

Total liabilities and equity

$ 272,130 $ 266,703

Net interest income

$ 1,946 $ 1,830

Interest rate spread (1)

2.48 % 2.39 %

Net interest-earning assets (2)

$ 76,044 $ 74,245

Net interest margin (3)

3.08 % 2.96 %

Average interest-earning assets to average-interest bearing liabilities

143.02 % 142.96 %


(1)

Equals the difference between the yield on average earning-assets and the cost of average interest-bearing liabilities.

(2)

Equals total interest-earning assets less total interest-bearing liabilities.

(3)

Equals net interest income divided by average interest-earning assets.

For the Nine Months Ended September 30,

2025

2024

Average

Average

Outstanding

Average Yield/

Outstanding

Average Yield/

Balance

Interest

Rate

Balance

Interest

Rate

(Dollars in thousands)

Interest-earning assets:

Loans, net

$ 135,865 $ 5,564 5.46 % $ 131,801 $ 4,993 5.05 %

Federal funds sold and interest-bearing deposits in other banks

49,230 1,448 3.92 % 33,417 1,183 4.72 %

Time deposits with other financial institutions

1,444 51 4.71 % 1,698 65 5.10 %

Securities available for sale

70,657 1,223 2.31 % 77,158 1,359 2.35 %

FHLB stock

598 27 6.02 % 573 28 6.52 %

Total interest-earning assets

257,794 $ 8,313 4.30 % 244,647 $ 7,628 4.16 %

Noninterest-earning assets

19,747 19,702

Total assets

$ 277,541 $ 264,349

Interest-bearing liabilities:

Interest-bearing demand

$ 16,119 $ 6 0.05 % $ 15,453 $ 6 0.05 %

Money market

28,167 132 0.62 % 30,942 148 0.64 %

Savings

41,406 46 0.15 % 41,378 46 0.15 %

Time deposits

93,044 2,431 3.48 % 77,480 1,923 3.31 %

Total interest-bearing deposits

$ 178,736 $ 2,615 1.95 % $ 165,253 $ 2,123 1.71 %

Other borrowings

3,114 113 4.84 % 5,000 182 4.85 %

Total interest-bearing liabilities

181,850 $ 2,728 2.00 % 170,253 $ 2,305 1.81 %

Noninterest-bearing liabilities

18,464 17,192

Total liabilities

$ 200,314 $ 187,445

Equity

77,227 76,904

Total liabilities and equity

$ 277,541 $ 264,349

Net interest income

$ 5,585 $ 5,323

Interest rate spread (1)

2.29 % 2.35 %

Net interest-earning assets (2)

$ 75,944 $ 74,394

Net interest margin (3)

2.89 % 2.90 %

Average interest-earning assets to average-interest bearing liabilities

141.76 % 143.70 %


(1) Equals the difference between the yield on average earning-assets and the cost of average interest-bearing liabilities.
(2) Equals total interest-earning assets less total interest-bearing liabilities.
(3) Equals net interest income divided by average interest-earning assets.

COMPARISON OF OPERATING RESULTS FOR THE three and nine months ended September 30, 2025 and 2024

General. For the quarter ended September 30, 2025, we had net income of $65,000, compared to a net loss of $171,000 for the quarter ended September 30, 2024. The change is due to an increase in interest and noninterest income, and a reversal of provision for credit losses during the current quarter. These benefits were partially offset by an increase in interest expense and noninterest expenses. For the nine months ended September 30, 2025, we had a net loss of $521,000, compared to a net loss of $743,000 for the nine months ended September 30, 2024. Similarly, the change is due to an increase in interest and noninterest income, and a reversal of provision for credit losses. These benefits were partially offset by an increase in interest expense and noninterest expenses.

Net Interest Income. Net interest income increased $116,000, to $1.9 million for quarter ended September 30, 2025. Our interest rate spread increased to 2.48% for the quarter ended September 30, 2025 from 2.39% for the quarter ended September 30, 2024. Our net interest margin increased to 3.08% for the quarter ended September 30, 2025 compared to 2.96% for the quarter ended September 30, 2024. The increase in interest rate spread and margin is driven by a reduction of higher cost other borrowings. Additionally, the Bank received a loan payoff from a previously charged-off loan, which included $30,000 in interest income.

Average interest-earning assets of $252.8 million for the quarter ended September 30, 2025 increased $5.7 million compared to $247.1 million for the quarter ended September 30, 2024. The increase in average earning assets was driven by an increase in loans and interest-bearing deposits at other banks, funded by an increase in average deposit balances during the period and a reduction in investment securities. The average outstanding balance of loans, net increased to $138.7 million for the quarter ended September 30, 2025, an increase of $3.4 million from $135.3 million for the quarter ended September 30, 2024. Additionally, the average yield earned on those loans outstanding increased 37 basis points to 5.68% for the quarter ended September 30, 2025. This increase is a result of an overall increase in market rates on mortgage loans originated during 2024 and the first half of 2025, and still in our portfolio, the interest paid on a previously charged-off loan, as well as an increased loan demand for specialty portfolio products which are originated at higher interest rates and with additional origination fees.

The cost of interest-bearing liabilities increased 7 basis points for the quarter ended September 30, 2025 compared to the quarter ended September 30, 2024. The net increase in our funding costs was primarily due to an increase in the percentage of interest-bearing liabilities held in higher cost accounts, such as time deposit accounts. For the quarter ended September 30, 2025, 53.5% of interest-bearing deposits were time deposits compared to 48.1% for the quarter ended September 30, 2024. This shift is primarily attributable to higher rates offered on time deposits that ran through 2024 and into 2025. Additionally, the bank saw a reduction in average money market and demand accounts during the third quarter 2025 compared to the third quarter of 2024.

Net interest income increased $262,000, to $5.6 million for the nine months ended September 30, 2025 compared to $5.3 million for the nine months ended September 30, 2024. Our interest rate spread decreased to 2.29% for the nine months ended September 30, 2025 from 2.35% for the nine months ended September 30, 2024. Our net interest margin decreased to 2.89% for the nine months ended September 30, 2025 compared to 2.90% for the nine months ended September 30, 2024. The decrease in interest rate spread and margin is driven by an increased average balance of higher earning interest-bearing liabilities, specifically interest-bearing deposits, as a percentage of total assets.

Average interest-earning assets of $257.8 million for the nine months ended September 30, 2025 increased $13.2 million compared to $244.6 million for the nine months ended September 30, 2024. The increase in average earning assets was driven by an increase in loans, net and interest-bearing deposits at other banks, funded by an increase in average deposit balances during the period and a reduction in investment securities. The average outstanding balance of loans, net increased to $135.9 million for the nine months ended September 30, 2025, an increase of $4.1 million from $131.8 million for the nine months ended September 30, 2024. Additionally, the average yield earned on those loans outstanding increased 41 basis points to 5.46% for the nine months ended September 30, 2025. This increase is a result of an overall increase in market rates on mortgage loans originated during 2024 and the first half of 2025 and still in our portfolio, the interest paid on a previously charged-off loan, as well as an increased loan demand for specialty portfolio products which are originated at higher interest rates and with additional origination fees.

The cost of interest-bearing liabilities increased 19 basis points for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The net increase in our funding costs was primarily due to an increase in rates earned on time deposit accounts to remain competitive with the local market. The average yield on time deposits for the nine months ended September 30, 2025 was 3.48%.

Provision for Credit Losses. During the quarter ended September 30, 2025, we recorded a reversal of provision for credit losses of $(50,000) comprised of a $(39,000) reversal of provision for credit losses on loans and $(11,000) reversal of provision for credit losses related to unfunded commitments. During the three months ended September 30, 2024, we recorded a provision for credit losses of $20,000, comprised of $4,000 in provision for credit losses to loans and $16,000 in provision for credit losses related to unfunded commitments, including loans committed for origination. During the three months ended September 30, 2025, the Bank received a payoff on a loan previously charged-off totaling $99,000, resulting in a recovery to the allowance for credit losses. During the nine months ended September 30, 2025, we recorded a reversal of provision for credit losses of $(30,000), comprised of a $(40,000) reversal of provision for credit losses on loans and $10,000 provision for credit losses related to unfunded commitments. During the nine months ended September 30, 2024, we recorded a provision for credit losses of $142,000, comprised of $95,000 provision for credit losses on loans and $47,000 provision for credit losses related to unfunded commitments.

We will continue to assess and evaluate the estimated future credit loss impact of current market conditions in subsequent reporting periods, which will be highly dependent on credit quality, macroeconomic forecasts and conditions, as well as the composition of our loan and available-for-sale securities portfolios.

Noninterest Income. The following table shows the components of noninterest income for the periods presented.

Three months ended September 30,

Nine months ended September 30,

Noninterest income:

2025

2024

2025

2024

(Dollars in thousands)

Gain on sale of mortgage loans

$ 393 $ 268 $ 1,089 $ 695

Rental income on office building

16 16 48 48

Service charges on deposits

66 67 189 192

Increase in cash surrender value of BOLI

60 56 173 162

Other

29 16 134 139

Total noninterest income

$ 564 $ 423 $ 1,633 $ 1,236

For the quarter ended September 30, 2025 compared to the same period ended September 30, 2024, noninterest income increased $141,000 to $564,000.  Noninterest income increased $397,000 for the nine months ended September 30, 2025 to $1.6 million compared to $1.2 million for the nine months ended September 30, 2024. The increases were driven by an increase in the gain on sale of mortgage loans during the quarter and nine months ended September 30, 2025. The increase in gain on sale of mortgages was primarily the result of an overall increase in total mortgage loans originated for sale during the periods. During the quarter ended September 30, 2025, we sold 66 loans totaling $19.4 million for a gain on sale of $393,000. During the quarter ended September 30, 2024, we sold 53 loans totaling $13.8 million for a gain on sale of $268,000. During the nine months ended September 30, 2025, we sold 176 loans totaling $57.3 million for a gain on sale of $1.1 million. During the nine months ended September 30, 2024, we sold 125 loans totaling $33.3 million for a gain on sale of $695,000. Management continues to look for opportunities and markets to sell loans as we continue to see increased loan production compared to prior years.

Noninterest Expense. The following table shows the components of noninterest expense for the periods presented.

Three months ended September 30,

Nine months ended September 30,

Noninterest expense:

2025

2024

2025

2024

(Dollars in thousands)

Salaries and employee benefits

$ 1,565 $ 1,483 $ 4,740 $ 4,325

Equipment and occupancy

209 190 643 602

Data processing

243 212 698 624

Professional services

98 115 414 398

Advertising

32 60 113 235

Supervisory fees and assessments

38 36 118 107

Loan expenses

68 53 239 148

Deposit expenses

62 63 237 175

Director fees

56 56 155 160

Other

124 136 412 386

Total noninterest expense

$ 2,495 $ 2,404 $ 7,769 $ 7,160

Noninterest expenses increased $91,000 for the quarter ended September 30, 2025, compared to the quarter ended September 30, 2024. The increase in noninterest expenses was primarily driven by increases in salaries and employee benefits and data processing related expenses. The increase in noninterest expenses was partially offset by a reduction in advertising expenses. The average number of employees increased to 50 for the quarter ended September 30, 2025 compared to 49 for the quarter ended September 30, 2024. The increase in data processing costs was driven by system upgrades. Advertising expenses were higher during the previous year as the Bank was building the brand awareness surrounding Oak Leaf Community Mortgage, powered by North Shore Trust and Savings.

Noninterest expenses increased $609,000 for the nine months ended September 30, 2025, compared to the same period ended September 30, 2024. The increase in noninterest expenses was primarily driven by increases in salaries and employee benefits, data processing related expenses, loan expenses and deposit expenses.  The average number of employees increased to 52 for the nine months ended September 30, 2025 compared to 49 for the nine months ended September 30, 2024. The increase in headcount is based on additional loan officers brought in during 2024 and 2025. The increase in data processing costs was driven by system upgrades. Loan expenses increased as a result of an increase in loan originations during the period as well as a provision for recourse reserve related to the loans sold into the secondary market due to an increase in the volume of loans sold over the past 4 quarters. Deposit expenses increased as a result of ATM losses totaling $40,000 due to an ATM robbery.

Provision for Income Tax Expense. There was no provision for income tax expense recorded during the three and nine months ended September 30, 2025 and 2024. Management estimates a taxable net loss for the year ended December 31, 2025 due to non-taxable income, such as income on tax exempt municipal securities and BOLI.

During the quarter ended September 30, 2025, management assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing net operating losses. A significant piece of objective negative evidence evaluated is the cumulative taxable loss incurred over the three-year period ended September 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of September 30, 2025, management maintained the valuation allowance against the federal net operating losses and net deferred tax assets to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted.

COMPARISON OF FINANCIAL CONDITION AT September 30, 2025 and December 31, 2024

At September 30,

At December 31,

2025

2024

(Dollars in thousands)

Selected Consolidated Financial Condition Data:

Cash and cash equivalents

$ 34,135 $ 53,481

Securities available for sale

79,561 71,249

FHLB stock

605 585

Loans held for sale

2,100 1,218

Loans, net

132,937 130,356

Total assets

269,842 278,688

Total deposits

186,067 190,156

Total equity

$ 78,939 $ 76,490

Total Assets . Total assets decreased $8.9 million to $269.8 as of September 30, 2025 compared to $278.7 million at December 31, 2024. The decrease was driven by a reduction in cash and cash equivalents due to the paydown of the FHLB Advance during June 2025 and a reduction in deposits.

Cash and cash equivalents. Cash and cash equivalents decreased $19.4 million to $34.1 million as of September 30, 2025, from $53.5 million at December 31, 2024. The decrease was driven by the paydown of the FHLB Advance in June 2025 of $5.0 million. Additionally, deposits decreased $4.1 million, reducing interest-earning bank deposits. Further, the Bank purchased securities available for sale, totaling $10.9 million during the nine months ended September 30, 2025. Currently, the Bank holds a majority of the cash on hand at the Federal Reserve Bank of Chicago, earning 4.15%, to keep the funds available for increasing loan demand. Management continues to actively monitor our liquidity position on a daily basis and maintain levels of liquid assets deemed adequate.

Securities Available for Sale . Securities available-for-sale increased to $79.6 million as of September 30, 2025, compared to $71.2 million at December 31, 2024. The Bank purchased $10.9 million of securities available-for-sale during the nine months ended September 30, 2025. There were no sales of securities available for sale during the period. During the nine months ended September 30, 2025, the Bank received principal payments of $4.4 million, had maturities of $1.1 million, had net premium amortization and discount accretion of $359,000 and had a decrease in the unrealized loss on the portfolio of $3.3 million.

As of September 30, 2025, the securities available for sale portfolio included an unrealized loss position of $8.7 million, or 9.9% of the total book value of the portfolio. Management monitors the portfolio for credit losses and believes that the decline in value does not presently represent realized losses and is due to market volatility and increased market interest rates. While the Bank does not currently intend to sell securities in a loss position, management may consider the opportunity to reposition the investment securities portfolio in the future.

Loans held for sale. Our loans held for sale increased $882,000 to $2.1 million at September 30, 2025 compared to $1.2 million at December 31, 2024. The increase was primarily due an overall increase in the level of loans originated for sale during the third quarter of 2025. During the nine months ended September 30, 2025, the Bank originated $55.4 million in loans held for sale.

Loans, net . Our loans, net, increased by $2.5 million to $132.9 million at September 30, 2025 compared to $130.4 million at December 31, 2024. The Bank originated $26.1 million in loans to be held in the portfolio during the nine months ended September 30, 2025 and had loan principal payments and payoffs of $23.6 million. In an effort to continue to grow loan originations, the Bank has hired additional mortgage loan originators during the nine months ended September 30, 2025 and continues to look to hire additional loan officers.

As of September 30, 2025, the allowance for credit losses on loans (“ACL”) totaled $1.3 million, with a net change of approximately $59,000 during the nine months ended September 30, 2025. While the balance of the ACL remained steady, the ACL as a percentage of the loans, net of unearned income increased, driven by a shift in the portfolio mix, with an increase in construction loans which have a higher peer proxy rate. As of September 30, 2025, there were two loans individually assessed, of which neither had credit losses identified. The Bank actively monitors the loan portfolio for signs of weakening credit quality, noting as of September 30, 2025 the portfolio remains of high quality with limited credit concerns.

Deposits . Total deposits decreased $4.1 million to $186.1 million at September 30, 2025 compared to $190.2 million at December 31, 2024. The decrease was primarily driven by a reduction in balances held in savings and money market accounts, some of which shifted into Time Deposits. The Bank had a large estate, totaling $1.7 million, pay out during the year. Management continues to actively monitor the deposit balances and interest rates offered to maintain an adequate level of liquidity.

Total Equity . Total equity increased $2.4 million to $78.9 million at September 30, 2025. The increase is primarily due to a decrease in the unrealized loss position on the securities available-for-sale portfolio during the nine months ended September 30, 2025, partially offset by net losses of $521,000.

Asset Quality

The following table sets forth certain information with respect to our nonperforming assets. The increase in non-accrual loans from December 31, 2024 to September 30, 2025 was the result of two loans moving to non-accrual during the period.

At September 30,

At December 31,

2025

2024

(Dollars in thousands)

Nonaccrual loans

$ 285 $

Loans 90+ days past due and accruing

Total non-performing loans

285

Other real estate owned, net

Total non-performing assets

$ 285 $

Asset Quality Ratios: (1)

Non-accrual loans as a percent of total loans outstanding

0.21 % %

Non-performing assets as a percent of total assets

0.11 % %

Allowance for credit losses on loans as a percent of total loans outstanding

0.94 % 0.92 %

Allowance for credit losses on loans as a percent of non-performing loans(2)

442.11 % %

Net charge-offs (recoveries) to average loans receivable

(0.07 )% %


(1)

Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable.

(2)

Non-performing loans consist of non-accrual loans and loans that are 90 or more days past due and still accruing.

The allowance for credit losses on loans as a percentage of total loans was 0.94% and 0.92% as of September 30, 2025 and December 31, 2024, respectively.

Liquidity and Capital Resources

The Bank maintains levels of liquid assets deemed adequate by management. We adjust our liquidity levels to fund deposit outflows, repay our borrowings, and to fund loan commitments. We also adjust liquidity, as appropriate, to meet asset and liability management objectives.

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB of Chicago and a $10.0 million unsecured Fed Funds line of credit with BMO Harris Bank. At September 30, 2025, we had the capacity to borrow approximately $78.5 million from the FHLB of Chicago. At September 30, 2025, we had no outstanding borrowings.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $841,000 and $74,000 for the nine months ended September 30, 2025 and 2024, respectively. Net cash used in investing activities, which consists primarily of net change in loans receivable and net change in investment securities, was $10.5 million and $7.0 million for the nine months ended September 30, 2025 and 2024, respectively, with the increase in cash used in 2025 driven by investment security purchases. Net cash (used in) provided by financing activities, consisting primarily of the activity in deposit accounts was ($9.7) million and $10.2 million for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the Bank repaid the $5.0 million FHLB Advance, resulting in additional cash used in financing activities compared to the prior year.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Time deposits that are scheduled to mature in less than one year from September 30, 2025, totaled $70.4 million. Based on our deposit retention experience and current pricing strategy we anticipate that a significant portion of maturing time deposits will be retained. However, if a substantial portion of these deposits is not retained, we may utilize FHLB of Chicago advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

As of September 30, 2025, the Bank was well capitalized under the regulatory framework for prompt corrective action. During the year ended December 31, 2020, the Bank elected to begin using the CBLR. Under CBLR, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9%, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. North Shore Trust and Savings’ Tier 1 capital to Average Assets was 24.11% and 23.53% at September 30, 2025 and December 31, 2024, respectively.

Commitments . At September 30, 2025, we had $1.9 million of outstanding commitments to originate loans. Our total letters and lines of credit and unused lines of credit totaled $10.1 million at September 30, 2025. The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans at September 30, 2025.

Total Amounts Committed at

Amount of Commitment Expiration – Per Period

September 30, 2025

To 1 Year

1-3 Years

4-5 Years

After 5 Years

(Dollars in thousands)

Unused line of credit

$ 10,090 $ 589 $ 434 $ 608 $ 8,459

Commitments to originate loans

1,934 1,934

Total commitments

$ 12,024 $ 2,523 $ 434 $ 608 $ 8,459

Cash Obligations . The following table summarizes our cash obligations at September 30, 2025.

Total at

Payments Due By Period

September 30, 2025

To 1 Year

1-3 Years

4-5 Years

After 5 Years

(Dollars in thousands)

Time deposits

$ 95,070 $ 70,358 $ 15,944 $ 8,768 $

Total contractual obligations

$ 95,070 $ 70,358 $ 15,944 $ 8,768 $

Impact of Inflation and Changing Prices

The consolidated financial statements and the accompanying notes presented elsewhere in this document have been prepared in accordance with U.S. GAAP, which generally requires the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Changes in Accounting Principles

On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: (1) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (2) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt this ASU, and does not expect the amendments to have a material impact to the annual financial statements of the Company.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The pronouncement requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024-03 and its impact on its Consolidated Financial Statements and disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to provide assurance that the information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the Company's management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not presently involved in any legal proceedings of a material nature. From time to time, we are subject to various legal actions arising in the normal course of our business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

There were no purchases of equity securities during the quarter ended September 30, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None .

ITEM 6. EXHIBITS

31.1

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Steven G. Lear, President and Chief Executive Officer.

31.2

Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Carissa H. Schoolcraft, Chief Financial Officer.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Stephen G. Lear, President and Chief Executive Officer, and Carissa H. Schoolcraft, Chief Financial Officer*

101.INS

Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*The certification attached as Exhibit 32.1 to this quarterly report on Form 10-Q is “furnished” to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NSTS BANCORP, INC.

Dated: November 13, 2025

By:

/s/ Stephen G. Lear

Stephen G. Lear

President and Chief Executive Officer

(Principal Executive Officer)

Dated: November 13, 2025

By:

/s/ Carissa H. Schoolcraft

Carissa H. Schoolcraft

Chief Financial Officer

(Principal Financial and Accounting Officer)

40
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Consolidated Financial StatementsNote 1: Summary Of Significant Accounting PoliciesNote 2: Securities Available For SaleNote 3: Loans and Allowance For Credit LossesNote 4: DepositsNote 5: Other BorrowingsNote 6: Fair Value MeasurementsNote 7: Fair Value Of Financial InstrumentsNote 8: Capital RatiosNote 9: Commitments and ContingenciesNote 10: Earnings Per ShareNote 11: Stock Based CompensationItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

31.1 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Steven G. Lear, President and Chief Executive Officer. 31.2 Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, of Carissa H. Schoolcraft, Chief Financial Officer. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Stephen G. Lear, President and Chief Executive Officer, and Carissa H. Schoolcraft, Chief Financial Officer*