{"url_path":"/sec/nsts/8-k/2026-05-12/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/1881592/0001437749-26-016470-index.html","accession_number":"0001437749-26-016470","cik":"0001881592","ticker":"NSTS","issuer_name":"NSTS Bancorp, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1881592/0001437749-26-016470-index.html","primary_entity_key":"0001881592","primary_entity_name":"NSTS Bancorp, Inc."},"word_count":1055,"has_tables":true,"body_markdown":"**Item 7.01.**\n\n**Regulation FD Disclosure.**\n\n \n\nIn connection with the execution of the Merger Agreement discussed in Item 1.01 above, the Company and Parent issued a joint press release on May 12, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.\n\n \n\n*The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed*“*filed*”*for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.*\n\n \n\n**********\n\n \n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nCertain statements in this Current Report on Form 8-K, including statements regarding the expected timetable for completion of the proposed transaction, the results, effects and benefits of the proposed transaction, future opportunities for Parent, the Company and their respective subsidiaries, and any other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements may include, but are not limited to, statements relating to each of Parent’s, the Company’s and their respective subsidiaries’ plans, strategies and expectations, near-term loan growth, net interest margin, mortgage banking profits, expenses, asset quality, capital levels, continued earnings, and liquidity. Forward-looking statements are generally identifiable by use of the words “believe,” “may,’’ “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “project,” “plan” or similar expressions, including the negative forms of such expressions. Forward-looking statements are frequently based on assumptions that may or may not materialize and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.\n\n \n\n3\n\n \n\n \n\nThese forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of the Company may not approve the Merger Agreement; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of the Company into those of Brookfield; the effects of the merger on Parent’s and the Company’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the transaction.\n\n \n\nAdditional factors that could cause actual results to differ materially from those described above can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026, and in its subsequently filed Quarterly Reports on Form 10-Q, and in other documents the Company files with the SEC, each of which is on file with the SEC and available at the SEC’s website at www.sec.gov, and available from the Company’s website at https://ir.northshoretrust.com/sec-filings/all-sec-filings.\n\n \n\nAll forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Parent nor the Company assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. All forward-looking statements, express or implied, included in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.\n\n \n\n**Important Information and Where to Find It**\n\n \n\nIn connection with the proposed transaction, the Company will file with the SEC and provide its stockholders with a proxy statement on Schedule 14A and other relevant documents concerning the proposed transaction. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The preliminary proxy statement, the definitive proxy statement and any other documents filed by the Company with the SEC (when available) may be obtained free of charge at the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://ir.northshoretrust.com/sec-filings/all-sec-filings, or by directing a request to:\n\n \n\nChristine E. Stickler\n\nCorporate Secretary\n\nNSTS Bancorp, Inc.\n\n700 S. Lewis Avenue\n\nWaukegan, IL 60085\n\n \n\n4\n\n \n\n \n\nThe information available through the Company’s investor relations website is not and shall not be deemed part of this filing or incorporated by reference into other filings that the Company makes with the SEC.\n\n \n\n**Participants in the Proxy Solicitation**\n\n \n\nThe Company and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the Company’s executive officers and directors, including their ownership of the Company’s securities, is included in its definitive proxy statement for its 2026 annual meeting of stockholders filed with the SEC on April 17, 2026, and subsequent documents filed with the SEC.\n\n \n\nAdditional information regarding the identity of participants in the solicitation of proxies, and a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of these documents may be obtained as described in the preceding paragraph."}