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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. (NSTS) has agreed to be acquired by Brookfield Bancshares, Inc. in an all-cash merger. BRKD Merger Sub will merge into NSTS, then NSTS will merge into Brookfield, and North Shore Trust and Savings will become Brookfield’s wholly owned subsidiary.
Stockholders will receive cash equal to $73.662 million of Merger Consideration (less aggregate option payments) divided by NSTS shares outstanding at closing, currently estimated at about $14.28 per share, with a potential downward adjustment if Transaction Expenses exceed $4.5 million. As of August 14 2026, there were 5,253,131 shares outstanding. The offer compares to NSTS’s share price of $12.65 before announcement and $14.00 on August 27 2026.
The special meeting will be held on September 29, 2026 in Waukegan, Illinois. Approval requires a majority of outstanding shares. NSTS’s board unanimously recommends voting FOR the merger and has obtained a fairness opinion from Olsen Palmer LLC. Required approvals from the Federal Reserve and OCC have been received, and stockholders have appraisal rights under Delaware law.
NSTS Bancorp, Inc. (NSTS) is asking stockholders to approve an all-cash acquisition by Brookfield Bancshares, Inc. Under the Merger Agreement, BRKD Merger Sub will merge into NSTS, then NSTS will merge into Brookfield, and North Shore Trust and Savings will become a wholly owned subsidiary of Brookfield.
At closing, each share of NSTS common stock will be converted into cash equal to $73.662 million minus all option payments, divided by the NSTS shares outstanding at the effective time, currently expected to be about $14.28 per share, compared with a pre-announcement price of $12.65. The total Merger Consideration can be reduced dollar-for-dollar if defined Transaction Expenses exceed $4.5 million, with up to $105,000 of Mortgage Division disposition costs excluded from that cap.
Completion requires approval by holders of at least a majority of the 5,253,131 outstanding shares, specified bank regulatory approvals, ESOP termination and repayment of ESOP loans, and divestiture of the Oak Leaf Mortgage division. The board unanimously recommends voting “FOR” the merger and related adjournment proposal. Stockholders have appraisal rights under Delaware law, and the cash consideration is generally taxable for U.S. federal income tax purposes.
NSTS Bancorp, Inc. reported a small net loss of $204,000 for the quarter and $243,000 for the first half of 2026, or $(0.05) per share, improved from a $586,000 loss a year earlier. Total assets were $269.9 million, with loans, net at $126.5 million and deposits at $184.1 million as of June 30, 2026.
Capital remains very strong: the Bank’s Tier 1 leverage ratio was 25.48%, well above the “well capitalized” community bank leverage ratio requirement. Cash and cash equivalents increased to $47.5 million, supported by positive operating and investing cash flows.
The company agreed to be acquired by Brookfield Bancshares, Inc. under a definitive Merger Agreement. Stockholders are expected to receive aggregate cash consideration of $73,662,000, or approximately $14.28 per share, subject to stockholder and regulatory approvals and other customary conditions, with closing anticipated in the fourth quarter of 2026. During the quarter, the Bank also divested its Oak Leaf Community Mortgage division and reduced headcount.
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.