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NSTS Bancorp (NSTS) sheds Oak Leaf mortgage unit ahead of Brookfield deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Merger agreement date May 12, 2026 Date NSTS Bancorp and Brookfield Bancshares entered merger agreement
Divestiture effective date June 1, 2026 Effective date of Oak Leaf Community Mortgage divestiture
Employees no longer with company 12 employees As of June 1, 2026, after Oak Leaf divestiture
Additional employees expected to leave 4 employees Expected to leave prior to or at August 3, 2026
Oak Leaf locations 3 locations North and western suburbs of Chicago
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
wholly-owned subsidiary financial
"the Bank would become a wholly-owned subsidiary of Brookfield"
A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.
federal savings association charter regulatory
"continue to operate under its existing name and federal savings association charter"
A federal savings association charter is a federally granted license that allows a bank-like company to operate primarily as a savings and mortgage lender under federal rules and oversight. It matters to investors because that charter shapes what the institution can do, the safety and reporting standards it must follow, and which regulators and insurance backstops apply — similar to a driver’s license that sets where a vehicle can legally drive and what rules it must obey.
divest financial
"the Bank would divest of its mortgage lending division, Oak Leaf Community Mortgage"
emerging growth company regulatory
"Emerging growth company As previously disclosed, on May 12, 2026"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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false 0001881592 0001881592 2026-06-01 2026-06-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): June 1, 2026
 

 
NSTS Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 

 
Delaware
(State or Other Jurisdiction of Incorporation)
 
001-41232
(Commission File Number)
87-2522769
(I.R.S. Employer Identification No.)
   
700 S. Lewis Avenue
Waukegan, Illinois
(Address of Principal Executive Offices)
60085
(Zip Code)
 
(847) 336-4430
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
NSTS
NASDAQ Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
 
 

 
 
Item 8.01.
Other Events.
 
As previously disclosed, on May 12, 2026, NSTS Bancorp, Inc. (the “Company”) and Brookfield Bancshares, Inc. (“Brookfield”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will be merged with and into Brookfield, and the Company’s subsidiary bank, North Shore Trust and Savings (the “Bank”), will become a wholly-owned subsidiary of Brookfield and continue to operate under its existing name and federal savings association charter as a subsidiary of Brookfield.
 
As part of the merger transaction, the parties agreed that, on or prior to the closing of the merger, the Bank would divest of its mortgage lending division, Oak Leaf Community Mortgage (“OLCM”), which operated in three locations in the north and western suburbs of Chicago. As of June 1, 2026, 12 employees are no longer with the Company, with an additional four employees expected to leave prior to, or at, August 3, 2026.
 
Effective June 1, 2026, the Bank divested OLCM by transferring certain assets utilized by OLCM, including certain real estate leases, third party vendor contracts, trademark rights and other information technology assets to an unaffiliated national mortgage lender, and a substantial majority of the OLCM employees were hired by that mortgage lender.
 
The Company does not expect to recognize any material gain or loss or incur any material expenses as a result of the OLCM divestiture.
 
2
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
NSTS Bancorp, Inc.
 
       
Date: June 4, 2026
By:
/s/ Stephen G. Lear
 
 
Name:
Stephen G. Lear
 
 
Title:
President and Chief Executive Officer
 
 
3

FAQ

What did NSTS (NSTS) announce about Oak Leaf Community Mortgage?

NSTS Bancorp announced that its bank subsidiary divested Oak Leaf Community Mortgage effective June 1, 2026, transferring key assets to an unaffiliated national mortgage lender, which hired a substantial majority of Oak Leaf’s employees as part of the transaction.

What impact does NSTS (NSTS) expect from the Oak Leaf divestiture?

NSTS Bancorp states it does not expect to recognize any material gain or loss or incur material expenses from the Oak Leaf Community Mortgage divestiture. This suggests the company views the transaction as financially neutral within its overall merger-related plans.

What happens to Oak Leaf Community Mortgage employees after the NSTS (NSTS) divestiture?

As of June 1, 2026, 12 employees are no longer with NSTS Bancorp, with four more expected to leave by August 3, 2026. A substantial majority of Oak Leaf Community Mortgage employees were hired by the unaffiliated national mortgage lender acquiring the division’s assets.

Will North Shore Trust and Savings change after the NSTS (NSTS) merger?

Under the merger plan, North Shore Trust and Savings will become a wholly-owned subsidiary of Brookfield Bancshares and will continue to operate under its existing name and federal savings association charter after the company is merged into Brookfield.

What are the key assets transferred in the NSTS (NSTS) Oak Leaf divestiture?

The divestiture transferred certain assets used by Oak Leaf Community Mortgage, including specific real estate leases, third-party vendor contracts, trademark rights and other information technology assets, to an unaffiliated national mortgage lender effective June 1, 2026.

Filing Exhibits & Attachments

4 documents