NSTS Bancorp, Inc. Acquisition Update

If you follow NSTS Bancorp, Inc., you may have seen the big news: the company is being acquired. Here is a breakdown of what this means for your shares and what you should expect next.

1. What happened?

NSTS Bancorp signed an agreement to be bought by Brookfield Bancshares, Inc. in an all-cash deal valued at roughly $73.7 million. Once the deal is finalized, NSTS will become a subsidiary of Brookfield, though it will retain its name and continue operating as a community bank.

2. When did it happen?

The merger was announced on May 12, 2026. The companies expect to finalize the deal in the fourth quarter of 2026, pending standard closing requirements and regulatory approval.

3. Why did it happen?

NSTS Bancorp is the parent company of North Shore Trust and Savings. Brookfield is looking to expand its footprint into the Waukegan, Illinois market. By joining forces, the combined organization will operate four branches in the Chicago area with over $600 million in total assets, providing the bank with more resources and a larger reach.

4. What does this mean for investors?

If you own NSTS stock, you are set to receive approximately $14.28 in cash for each share you own once the deal closes.

• The Stock Market: Once the acquisition is complete, NSTS shares will be delisted from the Nasdaq and will no longer be publicly traded.
• Leadership: Stephen G. Lear, the current CEO of NSTS, will join the board of the combined company. Additionally, one member from the current NSTS board or local community will join the Brookfield board to ensure local representation.

5. Who is affected?

• Investors: You will likely see the stock price hover near the $14.28 cash-out price as the market adjusts to the deal terms.
• Customers: It is business as usual. The bank will keep its name and continue its community-focused service.
• Employees: While the bank keeps its current charter, the merger will likely lead to combining back-office and administrative roles to improve efficiency. The company hasn't provided specific details on potential staffing changes beyond general efficiency goals.

6. What happens next?

The deal is not finished yet. It requires approval from a majority of NSTS stockholders and must pass regulatory reviews.

• The Vote: You will receive a "proxy statement" in the mail. This document explains the merger details and includes a card for you to vote for or against the deal.
• The Wait: The deal depends on regulatory approvals. If these conditions are not met, the merger could be delayed or canceled.

7. What should you do?

• Read the Proxy: When it arrives, read the proxy statement. It contains the fine print regarding the terms agreed upon by both companies.
• Watch the Price: If the stock trades well below $14.28, the market is signaling concern that the deal might not close. If it trades near $14.28, the market is confident the deal will go through.

Disclaimer: This is for informational purposes only and is not financial advice. Please do your own research or consult a professional before making investment decisions.