{"success":true,"data":{"pressRelease":{"id":"32368","rtpr_id":"nGNE2Zjh7N","ticker":"NSTS","exchange":"NASDAQ","all_tickers":["NSTS"],"title":"BROOKFIELD BANCSHARES, INC. AND FIRST NATIONAL BANK OF BROOKFIELD ANNOUNCE EXECUTION OF MERGER AGREEMENT TO ACQUIRE NSTS BANCORP, INC. AND NORTH SHORE TRUST AND SAVINGS","author":"Globe Newswire","published_at":"2026-05-12T20:15:00.368Z","article_body":"BROOKFIELD, Ill. and WAUKEGAN, Ill., May 12, 2026 (GLOBE NEWSWIRE) --\nBrookfield Bancshares, Inc. (“Brookfield”), the holding company for First\nNational Bank of Brookfield (“FNBB”), and NSTS Bancorp, Inc. (NASDAQ:\nNSTS) (“NSTS”), the holding company for North Shore Trust and Savings\n(“North Shore”), today jointly announced the signing of a definitive\nmerger agreement in which Brookfield will acquire NSTS and North Shore in an\nall-cash transaction valued at approximately $73.7 million. North Shore will\ncontinue to operate under its existing name and federal savings association\ncharter as a subsidiary of Brookfield.\n\nNorth Shore’s President and Chief Executive Officer, Stephen G. Lear, will\nremain on North Shore’s board of directors after the acquisition. One\nadditional individual, to be mutually agreed to by the parties, from North\nShore’s current board of directors or from the communities served by North\nShore, will also serve on the board of directors. Following the closing of the\ntransaction, Brookfield’s two banking subsidiaries will operate a total of\nfour branches in the Chicago-Naperville-Elgin MSA and will have an aggregate\nof over $600 million in assets.\n\nUnder the terms of the merger agreement, which has been unanimously approved\nby the boards of directors of Brookfield and NSTS, NSTS stockholders will\nreceive approximately $14.28 in cash for each share of NSTS common stock\nowned. The transaction is anticipated to close in the fourth quarter of 2026,\nsubject to certain conditions, including the receipt of required regulatory\napprovals, NSTS stockholder approval, and other closing conditions. Subject to\nand upon completion of the transaction, NSTS’s shares will no longer trade\non the Nasdaq Capital Market.\n\n“We are excited to join forces with the North Shore team and expand our\npresence into the Waukegan market,” said Phil Richard, President & CEO of\nFNBB. “We will continue to provide the same level of service that customers\nare accustomed to receiving and look forward to broadening the banking\nproducts and services that North Shore can offer its clients.”\n\nMr. Lear added, “Brookfield has a tremendous reputation in the marketplace\nand we’re excited for the next chapter of North Shore as we believe this\npartnership will enhance our abilities to serve our clients.”\n\nAdvisors\n\nOlsen Palmer LLC served as financial advisor and Vedder Price P.C. served as\nlegal counsel to NSTS. Angkor Strategic Advisors served as financial advisor\nto Brookfield and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as its\nlegal advisor.\n\nAbout First National Bank of Brookfield\n\nFirst National Bank of Brookfield is a locally focused community bank founded\nin 1962, dedicated to serving Brookfield, Illinois and beyond through\npersonalized banking, trusted advice, and long-term relationships. First\nNational Bank of Brookfield combines traditional community banking values with\nmodern digital tools, offering products ranging from consumer accounts to\ncommercial lending.\n\nAbout NSTS Bancorp, Inc. and North Shore Trust and Savings\n\nNSTS Bancorp, Inc. is the holding company of North Shore Trust and Savings. As\nof December 31, 2025, North Shore Trust and Savings had total assets of\n$266.6 million and operates from its offices located in Waukegan and\nLindenhurst, Illinois, respectively. For over 100 years, North Shore Trust and\nSavings has served the local communities where it operates and has deep and\nlongstanding relationships with its businesses and retail customers as well as\nlocal municipalities.\n\nCautionary Note Regarding Forward-Looking Statements\n\nCertain statements in this press release, including statements regarding the\nexpected timetable for completion of the proposed transaction, the results,\neffects and benefits of the proposed transaction, future opportunities for\nBrookfield, NSTS and their respective subsidiaries, and any other statements\nregarding future expectations, beliefs, plans, objectives, financial\nconditions, assumptions or future events or performance that are not\nhistorical facts are forward-looking statements based on assumptions currently\nbelieved to be valid. Forward-looking statements may include, but are not\nlimited to, statements relating to each of Brookfield’s, NSTS’s and their\nrespective subsidiaries’ plans, strategies and expectations, near-term loan\ngrowth, net interest margin, mortgage banking profits, expenses, asset\nquality, capital levels, continued earnings, and liquidity. Forward-looking\nstatements are generally identifiable by use of the words “believe,”\n“may,’’ “will,” “should,” “could,” “expect,”\n“estimate,” “intend,” “anticipate,” “project,” “plan” or\nsimilar expressions, including the negative forms of such expressions.\nForward-looking statements are frequently based on assumptions that may or may\nnot materialize and are subject to numerous uncertainties that could cause\nactual results to differ materially from those anticipated in the\nforward-looking statements. The forward-looking statements are intended to be\nsubject to the safe harbor provided by Section 27A of the Securities Act,\nSection 21E of the Exchange Act and the Private Securities Litigation Reform\nAct of 1995.\n\nThese forward-looking statements involve significant risks and uncertainties\nthat could cause actual results to differ materially from those anticipated,\nincluding, but not limited to, the possibility that stockholders of NSTS may\nnot approve the merger agreement; the risk that a condition to closing of the\nproposed transaction may not be satisfied, that either party may terminate the\nmerger agreement or that the closing of the proposed transaction might be\ndelayed or not occur at all; potential adverse reactions or changes to\nbusiness or employee relationships, including those resulting from the\nannouncement or completion of the transaction; the diversion of management\ntime on transaction-related issues; the ultimate timing, outcome and results\nof integrating the operations of NSTS into those of Brookfield; the effects of\nthe merger on Brookfield’s and NSTS’s future financial condition, results\nof operations, strategy and plans; and regulatory approvals of the\ntransaction.\n\nAdditional factors that could cause results to differ materially from those\ndescribed above can be found in NSTS’s Annual Report on Form 10-K for the\nyear ended December 31, 2025, filed with the Securities and Exchange\nCommission (the “SEC”) on March 27, 2026, and in its subsequently filed\nQuarterly Reports on Form 10-Q, and in other documents NSTS files with the\nSEC, each of which is on file with the SEC and available at its website at\nwww.sec.gov and available from NSTS’s website at\nhttps://ir.northshoretrust.com/sec-filings/all-sec-filings.\n\nAll forward-looking statements speak only as of the date they are made and are\nbased on information available at that time. Neither Brookfield nor NSTS\nassumes any obligation to update forward-looking statements to reflect\ncircumstances or events that occur after the date the forward-looking\nstatements were made or to reflect the occurrence of unanticipated events\nexcept as required by federal securities laws. As forward-looking statements\ninvolve significant risks and uncertainties, caution should be exercised\nagainst placing undue reliance on such statements.\n\nImportant Information and Where to Find It\n\nIn connection with the proposed transaction, NSTS will file with the SEC and\nprovide its stockholders with a proxy statement on Schedule 14A and other\nrelevant documents concerning the proposed transaction. Promptly after filing\nits definitive proxy statement with the SEC, NSTS will mail the definitive\nproxy statement and a proxy card to each stockholder entitled to vote at the\nspecial meeting relating to the proposed transaction. STOCKHOLDERS OF NSTS ARE\nURGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR\nSUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE\nTRANSACTION THAT NSTS FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE\nTHEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The\npreliminary proxy statement, the definitive proxy statement and any other\ndocuments filed by NSTS with the SEC (when available) may be obtained free of\ncharge at the SEC’s website at www.sec.gov or by accessing the Investor\nRelations section of NSTS’s website at\nhttps://ir.northshoretrust.com/sec-filings/all-sec-filings.\n\nParticipants in the Proxy Solicitation\n\nNSTS and its directors and executive officers and other members of management\nand employees may be deemed, under SEC rules, to be participants in the\nsolicitation of proxies from NSTS’s stockholders in connection with the\nproposed transaction. Information regarding NSTS’s executive officers and\ndirectors, including their ownership of NSTS’s securities, is included in\nits definitive proxy statement for its 2026 annual meeting of stockholders\nfiled with the SEC on April 17, 2026, and subsequent documents filed with the\nSEC.\n\nAdditional information regarding the identity of participants in the\nsolicitation of proxies, and a description of their direct or indirect\ninterests in the proposed transaction, by security holdings or otherwise, will\nbe set forth in the proxy statement and other materials to be filed with the\nSEC in connection with the proposed transaction when they become available.\n\nContacts:\n\nFirst National Bank of Brookfield\nPhil Richard\nPresident & CEO\n(708) 485-2770\n\nNSTS Bancorp, Inc.\nStephen G. Lear\nChairman, President & CEO\n(847) 336-4430","article_body_html":"","raw_payload":{"data":{"id":"nGNE2Zjh7N","title":"BROOKFIELD BANCSHARES, INC. AND FIRST NATIONAL BANK OF BROOKFIELD ANNOUNCE EXECUTION OF MERGER AGREEMENT TO ACQUIRE NSTS BANCORP, INC. AND NORTH SHORE TRUST AND SAVINGS","author":"Globe Newswire","ticker":"NSTS","created":"2026-05-12T20:15:00.368Z","tickers":["NSTS"],"exchange":"NASDAQ","article_body":"BROOKFIELD, Ill. and WAUKEGAN, Ill., May 12, 2026 (GLOBE NEWSWIRE) --\nBrookfield Bancshares, Inc. (“Brookfield”), the holding company for First\nNational Bank of Brookfield (“FNBB”), and NSTS Bancorp, Inc. (NASDAQ:\nNSTS) (“NSTS”), the holding company for North Shore Trust and Savings\n(“North Shore”), today jointly announced the signing of a definitive\nmerger agreement in which Brookfield will acquire NSTS and North Shore in an\nall-cash transaction valued at approximately $73.7 million. North Shore will\ncontinue to operate under its existing name and federal savings association\ncharter as a subsidiary of Brookfield.\n\nNorth Shore’s President and Chief Executive Officer, Stephen G. Lear, will\nremain on North Shore’s board of directors after the acquisition. One\nadditional individual, to be mutually agreed to by the parties, from North\nShore’s current board of directors or from the communities served by North\nShore, will also serve on the board of directors. Following the closing of the\ntransaction, Brookfield’s two banking subsidiaries will operate a total of\nfour branches in the Chicago-Naperville-Elgin MSA and will have an aggregate\nof over $600 million in assets.\n\nUnder the terms of the merger agreement, which has been unanimously approved\nby the boards of directors of Brookfield and NSTS, NSTS stockholders will\nreceive approximately $14.28 in cash for each share of NSTS common stock\nowned. The transaction is anticipated to close in the fourth quarter of 2026,\nsubject to certain conditions, including the receipt of required regulatory\napprovals, NSTS stockholder approval, and other closing conditions. Subject to\nand upon completion of the transaction, NSTS’s shares will no longer trade\non the Nasdaq Capital Market.\n\n“We are excited to join forces with the North Shore team and expand our\npresence into the Waukegan market,” said Phil Richard, President & CEO of\nFNBB. “We will continue to provide the same level of service that customers\nare accustomed to receiving and look forward to broadening the banking\nproducts and services that North Shore can offer its clients.”\n\nMr. Lear added, “Brookfield has a tremendous reputation in the marketplace\nand we’re excited for the next chapter of North Shore as we believe this\npartnership will enhance our abilities to serve our clients.”\n\nAdvisors\n\nOlsen Palmer LLC served as financial advisor and Vedder Price P.C. served as\nlegal counsel to NSTS. Angkor Strategic Advisors served as financial advisor\nto Brookfield and Barack Ferrazzano Kirschbaum & Nagelberg LLP served as its\nlegal advisor.\n\nAbout First National Bank of Brookfield\n\nFirst National Bank of Brookfield is a locally focused community bank founded\nin 1962, dedicated to serving Brookfield, Illinois and beyond through\npersonalized banking, trusted advice, and long-term relationships. First\nNational Bank of Brookfield combines traditional community banking values with\nmodern digital tools, offering products ranging from consumer accounts to\ncommercial lending.\n\nAbout NSTS Bancorp, Inc. and North Shore Trust and Savings\n\nNSTS Bancorp, Inc. is the holding company of North Shore Trust and Savings. As\nof December 31, 2025, North Shore Trust and Savings had total assets of\n$266.6 million and operates from its offices located in Waukegan and\nLindenhurst, Illinois, respectively. For over 100 years, North Shore Trust and\nSavings has served the local communities where it operates and has deep and\nlongstanding relationships with its businesses and retail customers as well as\nlocal municipalities.\n\nCautionary Note Regarding Forward-Looking Statements\n\nCertain statements in this press release, including statements regarding the\nexpected timetable for completion of the proposed transaction, the results,\neffects and benefits of the proposed transaction, future opportunities for\nBrookfield, NSTS and their respective subsidiaries, and any other statements\nregarding future expectations, beliefs, plans, objectives, financial\nconditions, assumptions or future events or performance that are not\nhistorical facts are forward-looking statements based on assumptions currently\nbelieved to be valid. Forward-looking statements may include, but are not\nlimited to, statements relating to each of Brookfield’s, NSTS’s and their\nrespective subsidiaries’ plans, strategies and expectations, near-term loan\ngrowth, net interest margin, mortgage banking profits, expenses, asset\nquality, capital levels, continued earnings, and liquidity. Forward-looking\nstatements are generally identifiable by use of the words “believe,”\n“may,’’ “will,” “should,” “could,” “expect,”\n“estimate,” “intend,” “anticipate,” “project,” “plan” or\nsimilar expressions, including the negative forms of such expressions.\nForward-looking statements are frequently based on assumptions that may or may\nnot materialize and are subject to numerous uncertainties that could cause\nactual results to differ materially from those anticipated in the\nforward-looking statements. The forward-looking statements are intended to be\nsubject to the safe harbor provided by Section 27A of the Securities Act,\nSection 21E of the Exchange Act and the Private Securities Litigation Reform\nAct of 1995.\n\nThese forward-looking statements involve significant risks and uncertainties\nthat could cause actual results to differ materially from those anticipated,\nincluding, but not limited to, the possibility that stockholders of NSTS may\nnot approve the merger agreement; the risk that a condition to closing of the\nproposed transaction may not be satisfied, that either party may terminate the\nmerger agreement or that the closing of the proposed transaction might be\ndelayed or not occur at all; potential adverse reactions or changes to\nbusiness or employee relationships, including those resulting from the\nannouncement or completion of the transaction; the diversion of management\ntime on transaction-related issues; the ultimate timing, outcome and results\nof integrating the operations of NSTS into those of Brookfield; the effects of\nthe merger on Brookfield’s and NSTS’s future financial condition, results\nof operations, strategy and plans; and regulatory approvals of the\ntransaction.\n\nAdditional factors that could cause results to differ materially from those\ndescribed above can be found in NSTS’s Annual Report on Form 10-K for the\nyear ended December 31, 2025, filed with the Securities and Exchange\nCommission (the “SEC”) on March 27, 2026, and in its subsequently filed\nQuarterly Reports on Form 10-Q, and in other documents NSTS files with the\nSEC, each of which is on file with the SEC and available at its website at\nwww.sec.gov and available from NSTS’s website at\nhttps://ir.northshoretrust.com/sec-filings/all-sec-filings.\n\nAll forward-looking statements speak only as of the date they are made and are\nbased on information available at that time. Neither Brookfield nor NSTS\nassumes any obligation to update forward-looking statements to reflect\ncircumstances or events that occur after the date the forward-looking\nstatements were made or to reflect the occurrence of unanticipated events\nexcept as required by federal securities laws. As forward-looking statements\ninvolve significant risks and uncertainties, caution should be exercised\nagainst placing undue reliance on such statements.\n\nImportant Information and Where to Find It\n\nIn connection with the proposed transaction, NSTS will file with the SEC and\nprovide its stockholders with a proxy statement on Schedule 14A and other\nrelevant documents concerning the proposed transaction. Promptly after filing\nits definitive proxy statement with the SEC, NSTS will mail the definitive\nproxy statement and a proxy card to each stockholder entitled to vote at the\nspecial meeting relating to the proposed transaction. STOCKHOLDERS OF NSTS ARE\nURGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR\nSUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE\nTRANSACTION THAT NSTS FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE\nTHEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The\npreliminary proxy statement, the definitive proxy statement and any other\ndocuments filed by NSTS with the SEC (when available) may be obtained free of\ncharge at the SEC’s website at www.sec.gov or by accessing the Investor\nRelations section of NSTS’s website at\nhttps://ir.northshoretrust.com/sec-filings/all-sec-filings.\n\nParticipants in the Proxy Solicitation\n\nNSTS and its directors and executive officers and other members of management\nand employees may be deemed, under SEC rules, to be participants in the\nsolicitation of proxies from NSTS’s stockholders in connection with the\nproposed transaction. Information regarding NSTS’s executive officers and\ndirectors, including their ownership of NSTS’s securities, is included in\nits definitive proxy statement for its 2026 annual meeting of stockholders\nfiled with the SEC on April 17, 2026, and subsequent documents filed with the\nSEC.\n\nAdditional information regarding the identity of participants in the\nsolicitation of proxies, and a description of their direct or indirect\ninterests in the proposed transaction, by security holdings or otherwise, will\nbe set forth in the proxy statement and other materials to be filed with the\nSEC in connection with the proposed transaction when they become available.\n\nContacts:\n\nFirst National Bank of Brookfield\nPhil Richard\nPresident & CEO\n(708) 485-2770\n\nNSTS Bancorp, Inc.\nStephen G. Lear\nChairman, President & CEO\n(847) 336-4430"},"type":"article","timestamp":"2026-05-12T20:15:00.426231021Z","server_sent_at_ms":1778616900426},"received_at":"2026-05-12T20:15:00.574Z","source_url":null},"analysis":null,"durationMs":null,"modelName":null}}