Welcome to our dedicated page for NSTS Bancorp SEC filings (Ticker: NSTS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
NSTS Bancorp, Inc. filings document the company’s role as the Delaware holding company for North Shore Trust and Savings and the governance records of a public savings institution holding company. Proxy materials cover annual meeting procedures, director election matters, stockholder voting mechanics, and the annual report process tied to the company’s Form 10-K.
Material event reports include leadership and officer changes involving the company and its bank subsidiary, related press-release exhibits, and other Item 5.02 and Item 8.01 disclosures. The filing record also frames recurring holding-company subjects such as executive roles, board composition, subsidiary governance, financial reporting, and stockholder communications.
NSTS Bancorp, Inc. reported that, as part of its pending merger with Brookfield Bancshares, Inc., its bank subsidiary completed the divestiture of its mortgage lending division, Oak Leaf Community Mortgage, effective June 1, 2026. The bank transferred key Oak Leaf assets, including certain real estate leases, third-party vendor contracts, trademark rights and information technology assets, to an unaffiliated national mortgage lender, which hired a substantial majority of Oak Leaf’s employees.
As of June 1, 2026, 12 employees are no longer with the company, with four additional employees expected to leave by August 3, 2026. The company states that it does not expect to record any material gain or loss or incur material expenses from this divestiture.
NSTS Bancorp, Inc. reported results of its Annual Meeting of stockholders held on May 27, 2026. A total of 4,001,612 shares of common stock were present or represented by proxy, representing 76.05% of shares outstanding and entitled to vote.
Stockholders elected three directors — Apolonio Arenas, Thomas J. Kneesel, and Rodney J. True — each to serve three-year terms expiring at the 2029 Annual Meeting, or until their successors are elected and qualified. Each nominee received more votes "for" than "withheld," with over 2.49 million votes cast in favor for each candidate.
Stockholders also ratified the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 3,708,805 votes for, 207,145 against, and 85,662 abstentions, and no broker non-votes recorded on this proposal.
NSTS Bancorp, Inc. reported a small net loss of $39,000 for the quarter ended March 31, 2026, a significant improvement from a loss of $328,000 a year earlier. Net interest income rose to $1.9 million, with net interest margin improving to 2.98% from 2.82%, helped by lower funding costs and the absence of prior-period borrowings.
Total assets increased modestly to $270.3 million, driven by higher cash and deposits, while loans, net, were stable at $127.6 million and credit quality remained strong with only $283,000 of nonaccrual loans and no charge-offs. The bank stayed very well capitalized with a Tier 1 leverage ratio of 24.93%. Subsequent to quarter-end, NSTS entered a merger agreement to be acquired by Brookfield Bancshares for aggregate cash consideration of $73.662 million, or about $14.28 per share, with all restricted stock and options vesting and receiving cash at closing, which is expected in the fourth quarter of 2026 subject to shareholder and regulatory approvals.
NSTS Bancorp, Inc. entered into a definitive merger agreement to be acquired by Brookfield Bancshares, Inc. in an all-cash transaction valued at approximately $73.7 million, or about $14.28 per share of NSTS common stock.
The deal uses a two-step merger structure after which North Shore Trust and Savings will become a wholly owned subsidiary of Brookfield and continue operating under its existing name and charter. All NSTS restricted stock will vest, and options will be cashed out based on the $14.28 per share price.
The transaction has been unanimously approved by both boards but still requires NSTS stockholder approval and regulatory clearances, with closing anticipated in the fourth quarter of 2026. After completion, NSTS shares will no longer trade on the Nasdaq Capital Market, and Stephen G. Lear will remain on the bank’s board.
NSTS Bancorp, Inc. is asking stockholders to vote at its May 27, 2026 annual meeting on two items: electing three directors for terms expiring in 2029 and ratifying Plante & Moran, PLLC as independent auditor for 2026.
The proxy highlights board structure, director independence, executive and director pay, and benefit plans including a 401(k), ESOP and 2023 Equity Incentive Plan. It notes 5,261,533 common shares outstanding as of March 30, 2026 and that the North Shore Trust and Savings ESOP Trust holds 429,808 shares, or 8.2%. The filing also reports the April 4, 2026 death of bank CEO Nathan E. Walker and the appointment of Stephen G. Lear as Chief Executive Officer and President of the Bank on April 9, 2026.
NSTS Bancorp, Inc., holding company for North Shore Trust and Savings, announced the passing of Nathan E. Walker, Executive Vice President of the Company and Chief Executive Officer and President of the Bank. Walker began his career as a teller in 1996 and had led the Bank since 2022.
Effective April 9, 2026, Stephen G. Lear, already Chairman, President and Chief Executive Officer of the Company, was appointed Chief Executive Officer and President of the Bank, with no changes to his compensation. Lear previously served as the Bank’s Chief Executive Officer from 1997 to 2022.
As of December 31, 2025, North Shore Trust and Savings had $266.6 million in total assets and operates from its headquarters in Waukegan, Illinois, plus two additional full-service branches in Waukegan and Lindenhurst, Illinois.
NSTS Bancorp, Inc., holding company for North Shore Trust and Savings, reports a conservative community banking profile focused on residential mortgage lending in Lake County, Illinois and surrounding markets. As of December 31, 2025, net loans totaled $128.6 million, or 48.2% of total assets, with 1‑4 family residential mortgages making up 91.3% of the loan portfolio.
Asset quality metrics are strong, with non‑performing assets of $284,000, equal to 0.22% of total loans and 0.11% of total assets, and no charge‑offs in 2025 or 2024. The allowance for credit losses was $1.1 million, or 0.87% of loans and 397% of non‑performing loans, supported by a reversal of provision and net recoveries.
The balance sheet includes an available‑for‑sale securities portfolio at fair value of $78.7 million, or 29.5% of assets, primarily agency mortgage‑backed and collateralized mortgage obligations with unrealized losses of $8.1 million tied to higher rates. Deposits were $181.5 million, about half in core transaction and savings accounts, with $41.5 million above FDIC limits. The bank reported no FHLB advances outstanding and a community bank leverage ratio of 24.32%, well above regulatory minimums, underscoring a high capital position.
NSTS Bancorp reported a modest profit for the quarter. For the three months ended September 30, 2025, net income was $65,000 (basic and diluted EPS $0.01), compared with a loss a year ago. Net interest income was $1.95M, aided by a $50,000 reversal of credit loss provision. Noninterest income rose, led by gain on sale of mortgage loans of $393,000. Total noninterest expense was $2.50M.
Total assets were $269.8M and deposits were $186.1M as of September 30, 2025. Loans, net, increased to $132.9M, with nonaccrual loans at $285,000. Securities available for sale rose to $79.6M, and other comprehensive income added $805,000 this quarter. The company repaid its $5.0M FHLB advance, leaving no borrowings outstanding at quarter‑end. Capital remained strong; the Bank’s Tier 1 leverage ratio was 24.11% under the CBLR, categorized as well capitalized.
NSTS Bancorp reported selected interim disclosures from its Form 10-Q. The company had 5,239,038 shares outstanding at June 30, 2025 (5,249,826 at December 31, 2024) of 10,000,000 shares authorized. Securities available-for-sale totaled $260,000 at June 30, 2025 versus $278,000 at December 31, 2024, with municipal bonds paying as agreed and no declines in bond investment grades in a loss position. Custodial escrow balances related to serviced loans were $342,000 at June 30, 2025 versus $236,000 at December 31, 2024. The company maintained an allowance for off-balance-sheet exposures of $45,000 as of June 30, 2025 and 2024, and provisions for credit losses excluded $13,000 and $21,000 for the three and six months ended June 30, 2025, respectively, related to off-balance-sheet exposures. No interest was recognized on non-accrual loans for the six months ended June 30, 2025 and 2024, and there were no loan modifications for borrowers experiencing financial difficulty in those periods. Management states the Bank met applicable capital adequacy requirements and continues to elect the Community Bank Leverage Ratio framework.
Key facts: Director John S. Pucin filed a Form 3 with the SEC on 06/18/2025 disclosing his initial beneficial ownership in NSTS Bancorp, Inc. (ticker NSTS).
The filing shows direct ownership of 1,000 common shares; no derivative securities, options, or indirect holdings were reported. The document is purely administrative, establishing Mr. Pucin’s insider status under Section 16(a). It contains no financial results, strategic announcements, or share-purchase transactions.
Given the small share count and absence of other material information, the filing is unlikely to influence the company’s valuation or near-term outlook.