NSTS Bancorp Announces Merger; $14.31 per Share Cash Consideration

What Happened

• NSTS Bancorp, Inc. filed an 8-K (Oct 1, 2026) announcing that it completed a two-step merger in which the company merged with Merger Sub and then into Brookfield (the “Mergers”). At the Effective Time the company ceased to exist as a separate entity and the bank became a wholly owned subsidiary of Brookfield, continuing to operate under its existing name and federal savings association charter.
• Under the Merger Agreement, each share of NSTS common stock converted into the right to receive $14.31 per share in cash. Restricted stock vested and converted into the same $14.31-per-share cash right, and stock options vested and were cashed out for the difference between each option’s exercise price and $14.31. Aggregate merger consideration payable is $73,662,000.

Key Details

• Per-share cash consideration: $14.31.
• Aggregate consideration: $73,662,000.
• Special meeting vote (Sept 29, 2026): 3,765,965 shares present (71.69% of outstanding); Merger approved 3,762,060 FOR, 3,905 AGAINST.
• Nasdaq/delisting steps: NSTS requested suspension of trading after close on Sept 30, 2026 and Nasdaq filing of Form 25 to delist; Brookfield intends to file Form 15 to deregister the common stock and suspend reporting.
• Corporate changes: NSTS’s certificate of incorporation and bylaws ceased by operation of law; NSTS directors/officers ceased in their company roles. Bank board appointments: Stephen G. Lear and Apolonio Arenas will remain on the Bank’s board; Amy Avakian was appointed to the board.

Why It Matters

• Shareholders will no longer hold publicly traded NSTS common stock; their only remaining right was the cash payment of $14.31 per share. Trading on Nasdaq has been suspended and the company is moving to delist and deregister the stock, which ends public market liquidity and ongoing SEC reporting for the registrant.
• For customers and depositors, the bank will remain operating under its current name and charter as a Brookfield subsidiary. For investors, the transaction represents a completed cash exit at the stated per-share price and a formal change in control of the company.