NSTS Bancorp CEO shares convert at $14.31 in merger

At the merger’s effective time, outstanding common shares became rights to $14.31 cash per share; the option settlement used the difference from its exercise price.

Rhea-AI Filing Summary

NSTS Bancorp, Inc. CEO and director Stephen G. Lear reported merger-related dispositions on October 1, 2026: 62,905 common shares held directly and 8,460 common shares held indirectly by the ESOP. Each outstanding common share converted into a right to receive $14.31 in cash per share at the merger’s effective time.

A stock option covering 90,000 common shares, with a $9.36 per-share exercise price, was cancelled in the merger and converted into a cash right calculated using the underlying share count multiplied by the excess of $14.31 over the exercise price. Following the transactions, the reported positions were 0 direct common shares, 0 common shares held indirectly through the ESOP, and 0 option shares.

Insider Trade Summary

Tender Offer: 161,365 shares

Tender Offer 3 txns

Insider Lear Stephen G.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tender Offer	Stock Option F2	90,000	--	--
Tender Offer	Common Stock F1	62,905	$14.31	$900K
Tender Offer	Common Stock F1	8,460	$14.31	$121K

Holdings After Transaction: Stock Option — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By ESOP)

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger dated 05/12/2026, each outstanding share of common stock was converted into the right to receive $14.31 in cash at the effective time of the merger.
2. F2. This option, which provided for vesting in five equal annual installments beginning June 15, 2024, was cancelled in the merger and converted into the right to receive an amount in cash equal to the product of: (i) the total number of shares of Company common stock underlying the option, multiplied by (ii) the excess of (A) $14.31, over (B) the per share exercise price for such option.

Key Figures

Direct common shares disposed: 62,905 shares Common shares held indirectly by the ESOP disposed: 8,460 shares Common shares underlying the stock option: 90,000 shares +4 more

7 metrics

Direct common shares disposed 62,905 shares Transaction dated October 1, 2026

Common shares held indirectly by the ESOP disposed 8,460 shares Transaction dated October 1, 2026

Common shares underlying the stock option 90,000 shares Option cancelled in the merger on October 1, 2026

Merger cash consideration $14.31 per share Right to receive cash for each outstanding common share at the merger’s effective time

Stock option exercise price $9.36 per share Applied in the option’s merger cash settlement formula

Common shares following the reported stock dispositions 0 shares Reported direct and ESOP-held positions after the October 1, 2026 transactions

Option shares following the reported disposition 0 shares After the option was cancelled in the merger

Key Terms

Agreement and Plan of Merger, effective time, vesting in five equal annual installments, per share exercise price

4 terms

Agreement and Plan of Merger financial

"Pursuant to the Agreement and Plan of Merger"

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.

effective time financial

"at the effective time of the merger"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

vesting in five equal annual installments financial

"provided for vesting in five equal annual installments"

per share exercise price financial

"the per share exercise price for such option"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NSTS shares did Stephen G. Lear dispose of in the merger?

The reported transactions covered 62,905 common shares held directly by Stephen G. Lear and 8,460 common shares held by the ESOP. Each share converted into a right to receive $14.31 in cash at the merger’s effective time. No Rule 10b5-1 plan is reported.

How was Stephen G. Lear’s NSTS stock option settled?

The option covering 90,000 common shares, with a $9.36-per-share exercise price, was cancelled in the merger and converted into a cash right equal to the underlying share count multiplied by the excess of $14.31 over the exercise price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 02:55 PM Accepted by SEC EDGAR 10/02/2026 - 02:55 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lear Stephen G.

(Last) (First) (Middle)

700 S LEWIS AVE

(Street)

WAUKEGAN ILLINOIS 60085

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NSTS Bancorp, Inc. [ NSTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2026		U		62,905	D	$14.31(1)	0	D
Common Stock	10/01/2026		U		8,460	D	$14.31(1)	0	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$9.36	10/01/2026		U			90,000	(2)	06/15/2033	Common Stock	90,000	(2)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated 05/12/2026, each outstanding share of common stock was converted into the right to receive $14.31 in cash at the effective time of the merger.

2. This option, which provided for vesting in five equal annual installments beginning June 15, 2024, was cancelled in the merger and converted into the right to receive an amount in cash equal to the product of: (i) the total number of shares of Company common stock underlying the option, multiplied by (ii) the excess of (A) $14.31, over (B) the per share exercise price for such option.

	/s/ Carissa H. Schoolcraft, POA	10/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)