NSTS Bancorp, Inc.

DEFM14A 1 nsts20260826_defm14a.htm FORM DEFM14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ______________________ Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.14a-12 NSTS Bancorp, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. NSTS BANCORP, INC. Merger Proposal – Your Vote Is Very Important August 31, 2026 Dear Stockholder: You are cordially invited to attend the special meeting of the stockholders of NSTS Bancorp, Inc., a Delaware corporation and registered savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (the “Company”). The meeting will be held on September 29, 2026 at 10:00 a.m., local time, at the home office of North Shore Trust and Savings, a federal savings association and wholly owned subsidiary of the Company (the “Bank”), 700 S. Lewis Avenue, Waukegan, Illinois 60085. On May 12, 2026, Brookfield Bancshares, Inc., a Delaware company and registered bank holding company under the Bank Holding Company Act of 1956, as amended (“Parent”), BRKD Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (1) Merger Sub will merge with and into the Company with the Company as the surviving corporation, (2) the Company will be merged with and into Parent, with Parent as the surviving corporation (collectively, the “Merger”), and (3) the Bank will become a wholly owned subsidiary of Parent. If the Merger is completed, upon closing of the Merger, your shares of Company common stock will be converted into the right to receive approximately $14.28 in cash for each share, subject to a possible downward adjustment as provided in the Merger Agreement (the “Per Share Consideration”). Upon completion of the Merger, and following payment of the aforementioned Per Share Consideration, you will no longer own any stock of or have any other interest in the Company. At the special meeting, you will be asked to vote upon proposals to (1) approve the Merger Agreement and the Merger; and (2) approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger. The notice of the special meeting and the proxy statement appearing on the following pages describe the Merger Agreement, the Merger and the other formal business to be transacted at the meeting and includes, as Annex A, a copy of the Merger Agreement. We urge you to read the enclosed materials carefully for a complete description of the Merger. Our directors and officers will be present at the special meeting to respond to appropriate questions from stockholders. The completion of the Merger is subject to certain conditions, including (1) the approval of the Merger Agreement and Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of the Company common stock entitled to vote at the special meeting, and (2) the approval of the Merger from various bank regulatory authorities. We urge you to read the attached proxy statement carefully. It describes the Merger Agreement in detail and includes a copy of the Merger Agreement as Annex A. Our board of directors has unanimously approved the Merger Agreement and unanimously recommends that you vote “ FOR ” approval of the Merger Agreement and the Merger, and “ FOR ” the proposal to adjourn the special meeting and, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger. The receipt of cash in exchange for your Company common stock in the Merger generally will be a taxable transaction for U.S. federal income tax purposes. We urge you to consult your own tax advisor for a full understanding of the Merger ’ s tax consequences that are particular to you. Your Vote Is Very Important! Whether or not you plan to attend the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope provided or vote via telephone or the Internet. If you hold your stock in “street name” through a bank, broker or other nominee, please direct your bank, broker or other nominee to vote in accordance with the instructions you have received from your bank, broker or other nominee. Failing to vote, abstentions and broker non-votes will have the same effect as voting “ AGAINST ” the Merger Agreement and the Merger. If you have any questions concerning the Merger Agreement or the Merger or need assistance in voting, please contact the Company’s proxy solicitor, Laurel Hill Advisory Group, LLC. Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305. On behalf of the board of directors, I thank you for your prompt attention to this important matter. Sincerely, /s/ Stephen G. Lear Stephen G. Lear Chairman, President and Chief Executive Officer This proxy statement and the enclosed proxy card are being first mailed to stockholders of record on or about August 31, 2026. NSTS Bancorp, Inc. 700 S. Lewis Avenue Waukegan, Illinois 60085 (847) 336-4430 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS DATE AND TIME Tuesday, September 29, 2026 at 10:00 a.m. local time. PLACE The home office of North Shore Trust and Savings (the “Bank”), a wholly owned subsidiary of NSTS Bancorp, Inc. (the “Company”), at 700 S. Lewis Avenue, Waukegan, Illinois 60085. ITEMS OF BUSINESS (1) The approval of the Agreement and Plan of Merger, dated as of May 12, 2026 (the “Merger Agreement”), by and among Brookfield Bancshares, Inc. (“Parent”), BRKD Merger Sub, Inc. (“Merger Sub”) and the Company, pursuant to which (i) Merger Sub will merge with and into the Company with the Company as the surviving corporation and a wholly owned subsidiary of Parent, (ii) the Company will be merged with and into Parent, with Parent as the surviving corporation (collectively, the “Merger”), and (iii) the Bank will become a wholly owned subsidiary of Parent; and (2) A proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger. RECORD DATE To vote, you must have been a stockholder at the close of business on August 14, 2026. PROXY VOTING It is important that your shares be represented and voted at the special meeting. We cannot complete the Merger unless stockholders of the Company holding a majority of the outstanding shares of the Company common stock entitled to vote at the special meeting approve the Merger Agreement and the Merger. You can vote your shares via the Internet, by telephone or by completing and returning the proxy card sent to you. Voting instructions are printed on your proxy card. Failure to vote will have the same effect as voting “ AGAINST ” the Merger Agreement and the Merger. The enclosed document provides a detailed description of the Merger, the Merger Agreement and related matters. We urge you to carefully read the document, and its appendices in their entirety. If you have any questions concerning the Merger, the Merger Agreement or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact the Company’s proxy sol