NSTS Bancorp CFO shares convert at $14.31 in merger

Common shares carried a $14.31 cash right in the merger, while the option settlement formula subtracts a $9.36 exercise price.

Rhea-AI Filing Summary

At NSTS Bancorp, Inc., Chief Financial Officer Carissa H. Schoolcraft reported dispositions dated October 1, 2026, of 24,190 directly held common shares and 5,253 shares held indirectly by the ESOP, each at $14.31 per share. The merger converted each outstanding common share into the right to receive $14.31 in cash. Her 50,000 stock options were cancelled in the merger and converted into a cash right calculated using the difference between $14.31 and the $9.36 per-share exercise price. Reported holdings following each transaction were zero. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Tender Offer: 79,443 shares

Tender Offer 3 txns

Insider Schoolcraft Carissa H

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tender Offer	Stock Option F2	50,000	--	--
Tender Offer	Common Stock F1	24,190	$14.31	$346K
Tender Offer	Common Stock F1	5,253	$14.31	$75K

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: 24,190 shares Indirect common shares disposed: 5,253 shares Merger consideration: $14.31 per share +3 more

6 metrics

Direct common shares disposed 24,190 shares October 1, 2026; $14.31 per share

Indirect common shares disposed 5,253 shares Held by ESOP; October 1, 2026; $14.31 per share

Merger consideration $14.31 per share Cash right for each outstanding common share

Underlying common shares 50,000 shares Stock options cancelled in the merger

Option exercise price $9.36 per share Used in the option cash-settlement formula

Reported holdings after transactions 0 shares or options Following each listed transaction

Key Terms

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

4 terms

Agreement and Plan of Merger technical

"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 of the merger technical

"at the effective time of the merger"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

vesting in five equal annual installments financial

"vesting in five equal annual installments"

per share exercise price financial

"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 Carissa H. Schoolcraft dispose of in the merger?

Chief Financial Officer Carissa H. Schoolcraft reported disposition of 24,190 directly held common shares and 5,253 shares held indirectly by the ESOP on October 1, 2026; both transaction rows list $14.31 per share. Each outstanding common share converted into the right to receive $14.31 in cash in the merger. No Rule 10b5-1 plan is reported.

What happened to Carissa H. Schoolcraft's NSTS stock options?

Her 50,000 stock options were cancelled in the merger and converted into a right to receive cash based on the underlying shares multiplied by the difference between $14.31 and the $9.36 per-share exercise price.

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

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Available on EDGAR 10/02/2026 - 02:54 PM Accepted by SEC EDGAR 10/02/2026 - 02:53 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^*

Schoolcraft Carissa H

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		24,190	D	$14.31(1)	0	D
Common Stock	10/01/2026		U		5,253	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			50,000	(2)	06/15/2033	Common Stock	50,000	(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	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)