NSTS Bancorp, Inc.

false 0001881592 0001881592 2026-05-12 2026-05-12 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): May 12, 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) Registrant’s Telephone Number, Including Area Code: ( 847 ) 336-4430 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 , par value $0.01 per share 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 1.01. Entry into a Material Definitive Agreement. On May 12, 2026, Brookfield Bancshares, Inc. (“ Parent ”), a Delaware corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “ BHC Act ”), and NSTS Bancorp, Inc. (the “ Company ”), a Delaware corporation and registered savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (the “ HOLA ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), pursuant to which (1) the Company will merge with and into a newly formed Delaware corporation and wholly owned subsidiary of Parent, BRKD Merger Sub Inc. (“ Parent Merger Sub ”), with the Company as the surviving corporation (the “ Merger ”) and (2) immediately following the Merger, the Company will be merged with and into Parent, with Parent surviving the merger (the “ Second Merger ”). Following the Second Merger, North Shore Trust and Savings, a federally-chartered stock savings institution with its principal office in Waukegan, Illinois (the “ Bank ”), will become a wholly-owned subsidiary of Parent. The Bank will continue to operate under its existing name and federal savings association charter as a subsidiary of Parent. Under the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (“ Company Stock ”) that is issued and outstanding at the effective time of the Merger (the “ Effective Time ”), will be converted into the right to receive cash in an aggregate amount equal to $73,662,000 (the “ Merger Consideration ”), or approximately $14.28 per share of outstanding Company Stock. In addition, all shares of restricted stock of the Company granted under the NSTS Bancorp, Inc. 2023 Equity Incentive Plan (the “ Plan ”), whether or not vested, will vest at the Effective Time and be entitled to receive the Merger Consideration. All stock options granted under the Plan, whether or not vested, will vest at the Effective Time and be entitled to receive a cash payment equal to the difference between the option’s exercise price and the per share Merger Consideration, to be paid out of the aggregate Merger Consideration. The Merger Agreement contains customary representations and warranties of the Company and Parent, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of the Company’s and the Bank’s businesses during the interim period between the execution of the Merger Agreement and the closing of the Merger, (2) the Company’s obligations to facilitate its stockholders’ consideration of, and voting upon, the Merger Agreement and the Merger, (3) the recommendation by the board of directors of the Company in favor of approval of the Merger Agreement and the Merger by its stockholders, and (4) the Company’s non-solicitation obligations relating to alternative business combination transactions during the pendency of the Merger. Consummation of the Merger is subject to certain conditions, including, among others, approval of the Merger and the Merger Agreement by the Company’s stockholders, the receipt of all required regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of each party, the performance in all material respects by each party of its obligations under the Merger Agreement, and the absence of any injunctions or other legal restraints. The Merger Agreement provides certain termination rights for both Parent and the Company, and further provides that upon termination of the Merger Agreement under certain circumstances, the Company will be obligated to pay Parent a termination fee of $3,000,000. Under the Merger Agreement, the Bank’s President and Chief Executive Officer, Stephen G. Lear, will remain on the Bank’s board of directors after the acquisition. One additional individual, to be mutually agreed to by the parties, from the Bank’s current board of directors or from the communities served by the Bank, will also serve on the Bank’s board of directors after the acquisition. In connection with the execution of the Merger Agreement, the directors and executive officers of the Company and the Bank entered into a voting and support agreement pursuant to which such individuals, in their capacities as stockholders, have agreed, among other things, to vote their respective shares of Company Stock in favor of the approval of the Merger Agreement and the transactions contemplated thereby. The form of the voting and support agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such document, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger, unless otherwise specified therein, and (2) were made only as of the date on which the Merger Agreement was signed or such other date as is specified in the Merger Agr