nsts20260826_defm14a.htm

DEFM14A 1 nsts20260826_defm14a.htm FORM DEFM14A nsts20260826_defm14a.htm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

______________________

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

NSTS Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

NSTS BANCORP, INC.

Merger Proposal – Your Vote Is Very Important

August 31, 2026

Dear Stockholder:

You are cordially invited to attend the special meeting of the stockholders of NSTS Bancorp, Inc., a Delaware corporation and registered savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (the “Company”). The meeting will be held on September 29, 2026 at 10:00 a.m., local time, at the home office of North Shore Trust and Savings, a federal savings association and wholly owned subsidiary of the Company (the “Bank”), 700 S. Lewis Avenue, Waukegan, Illinois 60085.

On May 12, 2026, Brookfield Bancshares, Inc., a Delaware company and registered bank holding company under the Bank Holding Company Act of 1956, as amended (“Parent”), BRKD Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (1) Merger Sub will merge with and into the Company with the Company as the surviving corporation, (2) the Company will be merged with and into Parent, with Parent as the surviving corporation (collectively, the “Merger”), and (3) the Bank will become a wholly owned subsidiary of Parent. If the Merger is completed, upon closing of the Merger, your shares of Company common stock will be converted into the right to receive approximately $14.28 in cash for each share, subject to a possible downward adjustment as provided in the Merger Agreement (the “Per Share Consideration”). Upon completion of the Merger, and following payment of the aforementioned Per Share Consideration, you will no longer own any stock of or have any other interest in the Company.

At the special meeting, you will be asked to vote upon proposals to (1) approve the Merger Agreement and the Merger; and (2) approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger. The notice of the special meeting and the proxy statement appearing on the following pages describe the Merger Agreement, the Merger and the other formal business to be transacted at the meeting and includes, as Annex A, a copy of the Merger Agreement. We urge you to read the enclosed materials carefully for a complete description of the Merger. Our directors and officers will be present at the special meeting to respond to appropriate questions from stockholders.

The completion of the Merger is subject to certain conditions, including (1) the approval of the Merger Agreement and Merger by the affirmative vote of the holders of at least a majority of the outstanding shares of the Company common stock entitled to vote at the special meeting, and (2) the approval of the Merger from various bank regulatory authorities. We urge you to read the attached proxy statement carefully. It describes the Merger Agreement in detail and includes a copy of the Merger Agreement as Annex A.

Our board of directors has unanimously approved the Merger Agreement and unanimously recommends that you vote “FOR” approval of the Merger Agreement and the Merger, and “FOR” the proposal to adjourn the special meeting and, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger.

The receipt of cash in exchange for your Company common stock in the Merger generally will be a taxable transaction for U.S. federal income tax purposes. We urge you to consult your own tax advisor for a full understanding of the Merger’s tax consequences that are particular to you.

Your Vote Is Very Important!

Whether or not you plan to attend the special meeting, please complete, date and sign the enclosed proxy card and return it promptly in the postage-paid envelope provided or vote via telephone or the Internet. If you hold your stock in “street name” through a bank, broker or other nominee, please direct your bank, broker or other nominee to vote in accordance with the instructions you have received from your bank, broker or other nominee. Failing to vote, abstentions and broker non-votes will have the same effect as voting “AGAINST” the Merger Agreement and the Merger.

If you have any questions concerning the Merger Agreement or the Merger or need assistance in voting, please contact the Company’s proxy solicitor, Laurel Hill Advisory Group, LLC. Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888) 742-1305.

On behalf of the board of directors, I thank you for your prompt attention to this important matter.

Sincerely,

/s/ Stephen G. Lear

Stephen G. Lear
Chairman, President and Chief Executive Officer

This proxy statement and the enclosed proxy card are being first mailed to stockholders of record on or about August 31, 2026.

NSTS Bancorp, Inc.
700 S. Lewis Avenue
Waukegan, Illinois 60085
(847) 336-4430

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

DATE AND TIME	Tuesday, September 29, 2026 at 10:00 a.m. local time.

PLACE	The home office of North Shore Trust and Savings (the “Bank”), a wholly owned subsidiary of NSTS Bancorp, Inc. (the “Company”), at 700 S. Lewis Avenue, Waukegan, Illinois 60085.

ITEMS OF BUSINESS	(1) The approval of the Agreement and Plan of Merger, dated as of May 12, 2026 (the “Merger Agreement”), by and among Brookfield Bancshares, Inc. (“Parent”), BRKD Merger Sub, Inc. (“Merger Sub”) and the Company, pursuant to which (i) Merger Sub will merge with and into the Company with the Company as the surviving corporation and a wholly owned subsidiary of Parent, (ii) the Company will be merged with and into Parent, with Parent as the surviving corporation (collectively, the “Merger”), and (iii) the Bank will become a wholly owned subsidiary of Parent; and

	(2) A proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger.

RECORD DATE	To vote, you must have been a stockholder at the close of business on August 14, 2026.

PROXY VOTING	It is important that your shares be represented and voted at the special meeting. We cannot complete the Merger unless stockholders of the Company holding a majority of the outstanding shares of the Company common stock entitled to vote at the special meeting approve the Merger Agreement and the Merger. You can vote your shares via the Internet, by telephone or by completing and returning the proxy card sent to you. Voting instructions are printed on your proxy card. Failure to vote will have the same effect as voting “AGAINST” the Merger Agreement and the Merger.

The enclosed document provides a detailed description of the Merger, the Merger Agreement and related matters. We urge you to carefully read the document, and its appendices in their entirety. If you have any questions concerning the Merger, the Merger Agreement or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact the Company’s proxy solicitor:

Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, New York 11753

Monday through Friday from 9:00 a.m. to 5:00 p.m., Central time
Banks and brokers can call (516) 933-3100, and all others can call, toll-free, (888)742-1305.

The board of directors of the Company unanimously recommends that you vote “FOR” the approval of the Merger Agreement and Merger and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger.

Whether or not you plan to attend the special meeting, please vote via the Internet, by telephone or by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.

By Order of the Board of Directors

/s/ Christine E. Stickler

Christine E. Stickler
Corporate Secretary

August 31, 2026

TABLE OF CONTENTS

	Page

SUMMARY	1

QUESTIONS AND ANSWERS ABOUT THE MERGER	8

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11

THE SPECIAL MEETING	13
Place, Date and Time	13
Purpose of the Meeting	13
Who Can Vote at the Meeting; Record Date	13
Ownership of Shares	13
Attending the Meeting	14
Quorum and Vote Required	14
Shares Held by Directors and Officers of the Company; Voting Agreements	14
Voting by Proxy	14
Voting via the Internet or by Telephone	15
How to Revoke Your Proxy	15
Participants in the ESOP	15
Proxy Solicitation Costs	15
Appraisal Rights	16
Assistance	16

PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT AND MERGER	16

THE MERGER	16
General	16
Form of the Merger and Merger Consideration	17
Company Common Stock Price	17
Procedures for Surrendering Your Stock and Receiving the Merger Consideration	18
Material Federal Income Tax Consequences of the Merger	18
Background of the Merger	19
The Company’s Reasons for the Merger and Recommendation of the Company’s Board	22
Opinion of the Company’s Financial Advisor	24
Summary of Proposed Per Share Consideration and Implied Transaction Metrics	26
Certain Unaudited Prospective Financial Information	29
Interests of Directors and Officers in the Merger that are Different from Your Interests	30
Approvals Needed to Complete the Merger	33

THE MERGER AGREEMENT	33
Structure of the Merger	34
Merger Consideration and Per Share Consideration	34
Appraisal Rights	34
Closing of the Merger	40
Conditions to Completing the Merger	40
Other Provisions of the Merger Agreement	41

PROPOSAL 2: ADJOURNMENT PROPOSAL	48

STOCK OWNERSHIP	49

STOCKHOLDER PROPOSALS AND NOMINEES	50

MISCELLANEOUS	51

SUMMARY

This summary highlights selected information regarding the Merger from this proxy statement and does not contain all the information that is important to you. For a more complete description of the terms of the proposed Merger, we urge you to carefully read the entire document and the other documents to which we refer, including the Merger Agreement, attached as Annex A.

THE COMPANIES

NSTS Bancorp, Inc.
North Shore Trust and Savings
700 S. Lewis Ave.
Waukegan, Illinois 60085
(847) 336-4430

NSTS Bancorp, Inc. (Nasdaq: NSTS) (the “Company”) is a Delaware corporation and registered savings and loan holding company under the Home Owners’ Loan Act of 1933, as amended (the “HOLA”), and is the parent company of North Shore Trust and Savings, a federal savings association (the “Bank”). The Company and the Bank are sometimes collectively referred to as “the Company” herein. As of June 30, 2026, on a consolidated basis, the Company had total assets of $269.9 million, total loans of $126.5 million, total deposits of $184.1 million and total stockholders’ equity of $80.1 million.

The Bank is a federal savings association that has served the banking needs of its customers since 1921. It operates from three full-service banking offices located in Waukegan and Lindenhurst, Illinois.

Brookfield Bancshares, Inc.
First National Bank of Brookfield

BRKD Merger Sub, Inc.
9136 Washington Ave.
Brookfield, Illinois 60513
(708) 485-2770

Brookfield Bancshares, Inc. (“Parent”) is a Delaware corporation and registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHCA”).

Parent is the holding company for First National Bank of Brookfield (“Brookfield”), which is a national banking association originally founded in 1962 and with its office in Brookfield, Illinois. Parent is also the sole stockholder of BRKD Merger Sub, Inc., a Delaware corporation established for the sole purpose of facilitating the Merger (“Merger Sub”). As of June 30, 2026, on a consolidated basis, Parent had total assets of $420.2 million, total loans of $389.9 million, total deposits of $334.6 million and total stockholders’ equity of $50.2 million.

THE SPECIAL MEETING

Place, Date and Time	The special meeting of our stockholders will be held at the home office of the Bank, 700 S. Lewis Avenue, Waukegan, Illinois 60085 on Tuesday, September 29, 2026 at 10:00 a.m., local time.

Purpose of the Meeting	At the special meeting, our stockholders will be asked to approve and adopt the Agreement and Plan of Merger, among Parent, Merger Sub and the Company, dated as of May 12, 2026 (the “Merger Agreement”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving corporation and then the Company will merge with and into Parent with Parent as the surviving corporation; and the Bank will become a wholly owned subsidiary of Parent (collectively, the “Merger”), as well as the other proposals set forth in the enclosed notice of special meeting.

Who Can Vote at the Meeting	You can vote at the special meeting if you owned our common stock at the close of business on August 14, 2026. You will be able to cast one vote for each share of our common stock you owned on that date. As of August 14, 2026, there were 5,253,131 shares of our common stock outstanding.

What Vote Is Required for Approval of the
Merger Agreement	The approval of the Merger Agreement and the Merger requires the affirmative vote of the holders of at least a majority of the outstanding shares of Company common stock entitled to vote at the special meeting. You can vote your shares by attending the special meeting and voting in person, via the Internet, by telephone or by completing and mailing the enclosed proxy card.

Shares Held by Directors and Officers;
Voting Agreements	As of the record date for the special meeting, the directors and executive officers of the Company owned, in the aggregate, shares of Company common stock having the power to cast approximately 5.2% of the total votes eligible to be cast at the special meeting.
	Each of our directors and executive officers has entered into a voting agreement, a form of which is attached to this proxy statement as Annex B, requiring each to vote all of the shares of Company common stock each owns in favor of the proposal to approve the Merger Agreement. Accordingly, shares of Company stock having the power to cast approximately 5.2% of the total votes eligible to be cast at the special meeting are subject to the voting agreements.

THE MERGER

Overview of the Transaction	We propose a business combination in which (1) Merger Sub will merge with and into the Company with the Company as the surviving corporation, (2) the Company will be merged with and into Parent, with Parent as the surviving corporation, and (3) the Bank will become a wholly owned subsidiary of Parent.

Each Share of Company Common Stock Will Be
Exchanged for Per Share Consideration	As a Company stockholder, upon the closing of the Merger, each of your shares of our common stock will automatically be converted into the right to receive an amount in cash equal to the quotient of (A) $73.662 million (the “Merger Consideration”) minus the aggregate of all stock option payments to be made to option holders, divided by (B) the number of shares of Company common stock issued and outstanding as of the effective time (which for the sake of clarity shall exclude the number of shares of Company common stock underlying the Company stock options), rounded down to the nearest cent. This is currently expected to result in approximately $14.28 per share of the Merger Consideration (the “Per Share Consideration”). In addition, for each option outstanding, an option payment will be made that is equal to the product of: (i) the total number of shares of Company common stock underlying such Company stock option, multiplied by (ii) the excess, if any, of (1) the Per Share Consideration, over (2) the per share exercise price for such Company stock option, less applicable withholding taxes.

	The Merger Consideration is subject to possible downward adjustment, on a dollar-for-dollar basis, if the total Transaction Expenses, as described herein, exceed $4.5 million. “Transaction Expenses” are expenses, fees or costs of the Company or the Bank incurred in connection with the Merger, including the following: (a) professional advisors; (b) any amounts paid or payable to any director, officer or employee of the Company under any contract, severance arrangement, stay bonus or retention agreement or benefit plan and payroll costs and expenses (including payroll costs and expenses in connection with the accelerated vesting and payouts related to the Company stock options and restricted stock); (c) the termination of any benefit plan; (d) the termination of the Company’s applicable agreements with its vendors; (e) the preparation, printing and mailing of this proxy statement; (f) any required environmental remediation of the Company’s real estate; (g) title commitments and title insurance policies; and (h) divestiture of the Oak Leaf Mortgage division of the Bank (“Mortgage Division Disposition”); provided, however, that expenses of up to $105,000 incurred in connection with the Mortgage Division Disposition will be excluded from the calculation of Transaction Expenses. See The Merger — Agreement — Structure of Merger.

How to Receive Cash in Exchange for Your
Company Stock	To receive the Merger Consideration in exchange for your shares of Company common stock, you will receive a letter of transmittal from Parent’s paying agent and provide any information requested by the paying agent. If your shares of Company common stock are held in “street” name, your broker, bank or nominee will process the exchange on your behalf.

Company Stock Price	Our common stock trades on the Nasdaq Capital Market under the symbol “NSTS.” On May 12, 2026, which was the last trading day before we announced the Merger, our common stock closed at $12.65 per share. On August 27, 2026, which was the last practicable trading day before the printing of this proxy statement, our common stock closed at $14.00 per share.

Tax Consequences of the Merger	The receipt of the Per Share Consideration in exchange for shares of Company common stock will generally be a taxable transaction for U.S. federal income tax purposes. In general, you will recognize any gain or loss equal to the difference between the amount of cash you receive in the Merger and the adjusted tax basis of your shares of Company common stock. See “Proposal 1: Approval of the Merger Agreement — The Merger — Material Federal Income Tax Consequences of the Merger.”

	This tax treatment may not apply to all stockholders. Determining the actual tax consequences of the Merger to you can be complicated. You should consult your own tax advisor for a full understanding of the Merger’s tax consequences that are particular to you.

The Company’s Board of Directors Recommends
That Stockholders Approve the Merger	Our board of directors believes that the Merger is fair and in our stockholders’ best interests, and unanimously recommends that you vote “FOR” the proposal to approve the Merger Agreement and the Merger. For a discussion of the circumstances surrounding the Merger and the factors considered by our board of directors in approving the Merger Agreement, see “Proposal 1:Approval of the Merger Agreement—The Merger—The Company’s Reasons for the Merger.”

The Opinion of the Company’s Financial Advisor
in Connection with the Merger	In connection with the Merger, the Company’s financial advisor, Olsen Palmer LLC (“Olsen Palmer”), delivered a written opinion, dated May 8, 2026, to the Company’s board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of Company common stock of the Per Share Consideration to be received by such stockholders in the Merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Olsen Palmer in preparing the opinion, is attached as Annex C to this proxy statement. The opinion was for the information of, and was directed to, the Company’s board of directors (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion did not address the underlying business decision of the Company to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Company’s board of directors in connection with the Merger, and it does not constitute a recommendation to any holder of the Company’s common stock as to how to vote or act in connection with the Merger or any other matter.

Interests of Company’s Directors and Officers in
the Merger That Differ from Your Interests	Certain of our directors and officers have interests in the Merger that are different from, or are in addition to, their interests as stockholders in the Company. The members of our board of directors knew about these additional interests, and considered them, when they approved the Merger. These include payments made by the Company to certain executive officers pursuant to their employment or change in control agreements which will result in lump sum cash payments being made to such executive officers.

Regulatory Approval Needed to Complete
the Merger	We cannot complete the Merger unless the required regulatory approvals have been received. Parent filed an application with the Board of Governors of the Federal Reserve System (the “FRB”) on July 8, 2026, which was approved on August 24, 2026, and an application with the Office of the Comptroller of the Currency (“OCC”) on July 30, 2026, which was approved on August 10, 2026. The Bank also filed an application with the OCC on August 13, 2026, which was approved on August 19, 2026.

Dissenters’ or Appraisal Rights	Stockholders of the Company have dissenters’ or appraisal rights in connection with the Merger but only if they comply with Delaware law procedures summarized in the section entitled “The Merger — Appraisal Rights.” The entirety of Section 262 of the Delaware General Corporation Law, as amended (the “DGCL”) is provided as Annex D to this proxy statement. Upon completion of the Merger, any holder of Company common stock who has perfected their appraisal rights will have the right to a Court in Delaware to determine the value of each share of common stock and to be paid the appraisal value determined by the Court, which could be more or less than the Per Share Consideration.

THE MERGER AGREEMENT

A copy of the Merger Agreement is provided as Annex A to this proxy statement. Please read the entire Merger Agreement carefully. It is the legal document that governs the Merger.

Conditions to Completing the Merger	The completion of the Merger depends on a number of conditions being met. These conditions include, among other items:

	●	Parent’s and the Company’s respective representations and warranties must be true and correct, subject in certain instances to a materiality standard. Each party will receive a certificate, dated as of the closing date, signed on behalf of the other party by an appropriate executive officer to the foregoing effect.

	●	Parent and the Company must have performed, in all material respects, all obligations each is required to perform under the Merger Agreement at or prior to closing and an appropriate executive officer of the applicable party must have provided a written certificate to that effect.

	●	Receipt of the Company stockholders’ approval.

	●	Receipt of all regulatory approvals and any third-party consents necessary to complete the Merger.

	●	No injunctions or orders (or threatened injunctions or orders) prohibiting the Merger or imposing material limits on the parties’ abilities to complete the Merger.

	●	Since May 12, 2026, there has been no material adverse effect as defined in the Merger Agreement with respect to Parent.

	●	Since May 12, 2026, there has been no material adverse effect (as defined in the Merger Agreement) with respect to the Company.

	●	Parent’s delivery of the Merger Consideration to the exchange agent.

	●	The Company will have taken all action necessary to terminate the North Shore Trust and Savings Employee Stock Ownership Plan (the “ESOP”), and paid all termination fees, or accrued for same, if any, associated with the termination and repaid all outstanding ESOP loans.

	●	The Mortgage Division Disposition shall have occurred.

	See “The Merger Agreement—Conditions to Completing the Merger” below for a discussion of all of the conditions to completing the Merger. We cannot be certain when or if the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

	Regarding the required regulatory approvals, Parent filed an application with the FRB on July 8, 2026, which was approved on August 24, 2026, and an application with the OCC on July 30, 2026, which was approved on August 10, 2026. The Bank also filed an application with the OCC on August 13, 2026, which was approved on August 19, 2026.

Agreement Not to Solicit Other Proposals	Between the signing of the Merger Agreement and the completion of the Merger or the termination of the Merger Agreement, the Company and its officers, directors, employees and representatives must not engage in any discussions regarding or soliciting any further offers for a competing merger proposal, subject to the “fiduciary-out” provisions contained in the Merger Agreement relating to an unsolicited third-party acquisition proposal. The board of directors of the Company may consider such an acquisition proposal, but only after following specific procedures detailed in the Merger Agreement, including notifying Parent of its determination regarding the acquisition proposal and allowing the Parent to engage in good faith negotiations with the Company to determine if a transition may be completed.

	Specifically, if the Company receives an unsolicited bona fide written acquisition proposal that the board of directors of the Company concludes in good faith (after receiving the advice of its outside counsel) constitutes or is reasonably likely to lead to a Superior Proposal (as defined in the Merger Agreement), the Company may (i) furnish information to the party making the acquisition proposal pursuant to a customary confidentiality agreement, (ii) participate in discussions or negotiations regarding such acquisition proposal; and (iii) terminate the Merger Agreement in order to enter into an agreement with respect to such acquisition proposal; provided that the Company may not terminate the Merger Agreement unless and until five (5) business days have elapsed following the delivery to Parent of a written notice of such determination by the board of directors of the Company, and, during such five (5) business day period, to the extent that Parent requests, the Company and Parent cooperate with one another with the intent of enabling the parties to engage in good faith negotiations so that the Merger may be completed and, at the end of such five (5) business day period, the Company continues in good faith to believe that a Superior Proposal continues to exist.

	See “The Merger Agreement—Other Provisions of the Merger Agreement—Agreement Not to Solicit Other Proposals” below for a discussion of what constitutes an “acquisition proposal” and a “Superior Proposal.”
We May Amend the Terms of the Merger and
Waive Some Conditions	The Company and Parent may agree to amend the Merger Agreement, and each of us may waive our right to require the other party to adhere to the terms and conditions of the Merger Agreement.

Terminating the Merger Agreement	The Company and Parent may mutually agree at any time to terminate the Merger Agreement. In addition, either we or Parent may decide, without the consent of the other, to terminate the Merger Agreement:

	1.	if the other party has breached or failed to perform its obligations under the Merger Agreement, which breach or failure to perform would result in the failure of any of the closing conditions and such breach or failure has not or cannot be cured, or has not been waived in writing by the other party, on or before February 12, 2027,

	2.	if the closing has not occurred (other than through the failure of the terminating party to comply in all material respects with its obligations under the Merger Agreement) on or before February 12, 2027, or such later date as the parties may agree in writing; provided, that the party seeking to terminate the Merger Agreement has used its commercially reasonable efforts to consummate the Merger prior to such date.

	Parent may also terminate the Merger Agreement if the Company breaches its obligations with respect to its agreement not to solicit other offers, and to hold a stockholder meeting to approve the Merger.

	We may also terminate the Merger Agreement in order to pursue a Superior Proposal.

Termination Fee	Under certain circumstances described in the Merger Agreement if the Merger Agreement is terminated, we may be required to pay Parent a fee of $3,000,000.

	See “Summary—The Merger Agreement—Termination Fees” and “The Merger Agreement—Other Provisions of the Merger Agreement—Agreement Not to Solicit Other Proposals” below for a discussion of situations requiring the Company’s payment of a termination fee to Parent.

QUESTIONS AND ANSWERS ABOUT THE MERGER

Why am I receiving this proxy statement?

You are receiving this proxy statement because the Company has entered into the Merger Agreement, pursuant to (i) Merger Sub will merge with and into the Company with the Company as the surviving corporation, (ii) the Company will be merged with and into Parent, with Parent as the surviving corporation, and (iii) the Bank will become a wholly owned subsidiary of Parent. A copy of the Merger Agreement is provided as Annex A to this proxy statement. In this proxy statement, we refer to the date on which the consummation of the transactions contemplated by the Merger Agreement will occur as the “closing date,” and the time at which the merger will occur as the “effective time.”

In order to complete the Merger, among other things, the Company’s stockholders must approve the Merger Agreement and the Merger. The Company is holding an in-person special meeting to obtain stockholder approval of Merger Agreement and the Merger (the “Merger Proposal”). The Company’s stockholders will also be asked to approve a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement and the Merger (the “Adjournment Proposal”).

What am I being asked to vote on and how does the board of directors recommend that I vote?

You are being asked to vote “FOR” the approval of the Merger Proposal, and “FOR” a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal . The Company’s board of directors has determined that the proposed Merger is in the best interests of the stockholders of the Company, has approved the Merger Agreement and unanimously recommends that stockholders vote “FOR” the approval of the Merger Proposal and “FOR” the Adjournment Proposal.

What is the vote required to approve the matters to be considered at the special meeting?

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s common stock entitled to vote at the special meeting as of the close of business on August 14, 2026, the record date for the special meeting. Abstentions and broker non-votes will have the same effect as voting “AGAINST” the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will not affect the outcome of such proposals.

What will I receive in the Merger?

As a Company stockholder, upon the closing of the Merger, each of your shares of our common stock will automatically be converted into the right to receive an amount in cash equal to the quotient of (A) $73.662 million (the “Merger Consideration”) minus the aggregate of all stock option payments to be made to option holders, divided by (B) the number of shares of Company common stock issued and outstanding as of the effective time (which for the sake of clarity shall exclude the number of shares of Company common stock underlying the Company stock options), rounded down to the nearest cent. This is currently expected to result in approximately $14.28 per share of the Merger Consideration (the “Per Share Consideration”). The Merger Consideration is subject to possible downward adjustment if the Company’s Transaction Expenses are greater than $4.5 million.

In addition, for each option outstanding, an option payment will be made that is equal to the product of: (i) the total number of shares of Company common stock underlying such Company stock option, multiplied by (ii) the excess, if any, of (1) the Per Share Consideration, over (2) the per share exercise price for such Company stock option, less applicable withholding taxes.

What are the tax consequences of the Merger to me?

Company stockholders will generally recognize a gain or loss for federal income tax purposes on each share of Company common stock exchanged for the Merger Consideration in an amount equal to the difference between the adjusted tax basis in each share of Company common stock and the value of the per share Merger Consideration received in connection with the Merger. Company stockholders are urged to consult their own tax advisor for a full understanding of the tax consequences of the Merger.

How do I exchange my Company stock?

You will receive instructions on how to receive the merger consideration in exchange for your shares of Company common stock from Parent’s exchange agent after the Merger is completed.

Will I have the right to have my shares appraised if I dissent from the Merger?

Stockholders of the Company have dissenters’ or appraisal rights in connection with the Merger. See “The Merger — Appraisal Rights.”

What should I do now?

After you have carefully read this document, please vote.

You may vote your shares by completing and signing the enclosed proxy card or voting instruction card and returning it in the enclosed postage-paid envelope or you may vote at the special meeting. Alternatively, you may choose to vote your shares using the Internet or telephone voting options explained on your proxy card or voting instruction card. You should complete and return the proxy card or voting instruction card accompanying this document, or vote using the Internet or telephone voting options, to ensure that your vote is counted at the special meeting, or at any adjournment or postponement of the special meeting, regardless of whether you plan to attend the special meeting.

Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card, voting instruction card or the information forwarded by your broker, bank or other holder of record to see which options are available to you.

If you do not return a properly executed proxy card or vote via telephone or the Internet and do not vote at the special meeting, this will have the same effect as a vote against the Merger Proposal. If you sign, date and return your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of approval of the Merger Proposal and in favor of approval of the Adjournment Proposal. You may change your vote or revoke your proxy before the special meeting by filing with the Company’s Corporate Secretary a duly executed revocation of proxy, submitting a new proxy card with a later date, voting again via telephone or the Internet or at the special meeting.

If my shares are held in “street name” by my broker, bank or nominee, will my broker, bank or nominee automatically vote my shares for me?

No. Your broker, bank or nominee will not be able to vote your shares of common stock of the Company unless you provide instructions on how to vote. You should instruct your broker, bank or nominee how to vote your shares by following the procedures your broker provides. If you do not provide instructions to your broker, bank or nominee, your shares will not be voted, and this will have the effect of voting AGAINST the Merger Proposal. Please check the voting form used by your broker, bank or nominee to see if it offers telephone or Internet voting.

What should I do if some or all of my shares are held by the North Shore Trust and Savings Employee Stock Ownership Plan?

If you hold shares of the Company’s common stock as a participant in the North Shore Trust and Savings Employee Stock Ownership Plan (the “ESOP”), you will be receiving this proxy statement, together with separate voting instructions, from the Company’s transfer agent, Pacific Stock Transfer. If you do not vote your shares held as a participant in the ESOP pursuant to these voting instructions, the trustee of the ESOP (the “ESOP Trustee”) will vote such shares in a manner that is consistent with and proportionate to the voting instructions received from those ESOP participants and beneficiaries who did provide voting direction to the ESOP Trustee. If you have any questions regarding these procedures, you should contact the ESOP Trustee directly.

What if I abstain from voting or fail to instruct my broker?

If you abstain from voting or fail to instruct your broker to vote your shares, it will have the same effect as a vote “AGAINST” the Merger Proposal. However, abstentions and broker non-votes will be counted toward a quorum at the special meeting. Abstentions and broker non-votes will not affect the outcome of the Adjournment Proposal.

Can I attend the special meeting and vote my shares in person?

Yes. All stockholders are invited to attend the special meeting. Stockholders of record can vote in person at the special meeting. If your shares are held in street name, then you are not the stockholder of record and you must ask your bank, broker or other nominee how you can vote at the special meeting.

Where can I find the results of the special meeting?

The Company intends to announce preliminary voting results at the special meeting. The Company also intends to publish final voting results from its special meeting on a Current Report on Form 8-K, which the Company must file with the Securities and Exchange Commission (the “SEC”) within four business days following its special meeting.

What happens if I sell my shares of common stock before the special meeting?

The record date for the special meeting will be earlier than the effective time of the Merger. If you transfer your shares of common stock after the record date but before the special meeting, you will, unless other arrangements are made, retain your right to vote at the special meeting but will not be entitled to receive the Merger Consideration for such shares. You will be entitled to receive the Merger Consideration only if the Merger is completed and only if you own shares of our common stock at the time the Merger is completed.

Should I send in my evidence of ownership now?

No. Instructions for surrendering your shares of Company common stock in exchange for the cash purchase price will be sent to you later. If your shares of common stock are held in “street name” by your bank, broker or other nominee, you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to receive the cash purchase price.

What should I do if I receive more than one set of voting materials?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold shares of Company common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Company common stock and your shares are registered in more than one name, you will receive more than one proxy card or voting instruction card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement to ensure that you vote every share of Company common stock that you own.

Who can help answer my questions?

If you want additional copies of this document, or if you want to ask any questions about the Merger or how to submit your proxy, you should contact:

Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, New York 11753

Monday through Friday from 9:00 a.m. to 5:00 p.m., Central time
Banks and brokers can call (516) 933-1305, and all others can call, toll-free, (888) 742-1305.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements, which are based on certain current assumptions, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions, as well as the negatives of such expressions. The Company and Bank intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with these safe harbor provisions. You should read statements that contain these words carefully because they discuss the Company’s and Bank’s future expectations, contain projections of the Company’s and Bank’s future results of operations or financial condition, or other “forward-looking” information.

Such forward-looking statements are necessarily estimates reflecting the judgment of our management and are subject to numerous assumptions, risks and uncertainties, which change over time and could cause our actual results to differ materially from those suggested by the forward-looking statements. In addition to other factors and matters contained in this document, these statements are subject to risks, uncertainties and other factors, including, among others:

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the ability to satisfy closing conditions to the Merger, including approval by our stockholders on the expected terms and schedule;

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delays in closing the Merger;

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the possibility that the required regulatory approvals may not be received, or may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction;

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disruptions and uncertainty, including diversion of management attention, resulting from the Merger, which may make it more difficult for us to maintain relationships with our customers, employees or suppliers, and may cause our business to suffer;

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the restrictions on our conduct before closing contained in the Merger Agreement, which may have a negative effect on our flexibility and our business operations;

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the possibility that alternative acquisition proposals will or will not be made;

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the outcome of any legal proceedings that may be instituted against us or Parent and others related to the Merger Agreement and the Merger;

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general economic conditions, either nationally or in our market areas, that are different than expected;

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changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;

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fluctuations in real estate values and both residential and commercial real estate market conditions;

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inflation and changes in the interest rate environment that reduce our margins and yields, reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans;

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our ability to manage our liquidity and to access cost-effective funding, including significant fluctuations in our deposit accounts;

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major catastrophes such as tornadoes, floods or other natural disasters, as well as public health emergencies and pandemics, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us or our customers and other constituencies;

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further data processing and other technological changes that may be more difficult or expensive than expected;

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success or consummation of new business initiatives may be more difficult or expensive than expected;

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interruptions involving information technology and communications systems of service providers;

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breaches or failures of information security controls or cyber-related incidents;

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demand for loans and deposits in our market area;

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our ability to continue to implement our business strategies;

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competition among depository and other financial institutions;

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adverse changes in the securities markets;

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changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

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our ability to manage market risk, credit risk and operational risk in the current economic conditions;

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our ability to enter new markets successfully and capitalize on growth opportunities;

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our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

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changes in consumer spending, borrowing and savings habits;

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changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the SEC or the Public Company Accounting Oversight Board; and

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our ability to hire and retain key employees and our reliance on our executive officers.

Each forward-looking statement contained in this proxy statement speaks only as of the date the statement is made, and we undertake no obligation to publicly update or revise forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made. You are cautioned that our forward-looking statements could be wrong in light of these and other risks, uncertainties and assumptions, which change over time. Actual results, developments and outcomes may differ materially from those expressed in, or implied by, our forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed above. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results or outcomes to differ materially from those expressed or implied by any forward-looking statement. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement might not occur. You are cautioned not to place undue reliance on these statements.

THE SPECIAL MEETING

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of the Company to be used at the special meeting of stockholders.

Place, Date and Time

The special meeting will be held at the home office of the Bank, 700 S. Lewis Avenue, Waukegan, Illinois 60085 on Tuesday, September 29, 2026 at 10:00 a.m., local time.

Purpose of the Meeting

The purpose of the meeting is to consider and vote upon proposals to approve (1) the Merger Proposal and (2) the Adjournment Proposal.

Who Can Vote at the Meeting; Record Date

You are entitled to vote your Company common stock only if the records of the Company show that you held your shares as of the close of business on August 14, 2026. You are entitled to one vote at the special meeting for each share of the Company’s common stock that you owned on the record date. The number of shares you own (and may vote) is listed on your proxy card or voting instruction card.

Our Certificate of Incorporation (the “Charter”) provides that record holders of our common stock who beneficially own, either directly or indirectly, more than 10% of our outstanding shares are not entitled to any vote with respect to the shares held in excess of the 10% limit.

As of the close of business on August 14, 2026, 5,253,131 shares of Company common stock were outstanding, held by approximately 210 holders of record.

Ownership of Shares

You may own your shares of common stock of the Company in one or more of the following ways:

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Directly in your name as the stockholder of record;

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Indirectly through a broker, bank or other holder of record in “street name”; or

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Indirectly through the ESOP.

If your shares are registered directly in your name, you are the holder of record of those shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us to vote at the special meeting or you may vote in person at the special meeting.

If you hold your shares in “street name,” you are considered the beneficial owner of your shares and your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by completing a voting instruction form provided by your broker, bank or other holder of record that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the voting instruction form that accompanies your proxy materials. If you want to vote your shares of common stock held in street name in person at the Annual Meeting, you must obtain a written proxy in your name from the broker, bank or other holder who is the record holder of your shares.

If you are a participant in the ESOP, see “Participants in the ESOP” below.

Attending the Meeting

Stockholders are invited to attend the special meeting. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage account statement or a letter from your bank or broker.

Quorum and Vote Required

Quorum. The special meeting will be held only if there is a quorum present. We will have a quorum and will be able to conduct the business of the special meeting if a majority of the outstanding shares of the Company entitled to vote, represented in person or by proxy, are present at the special meeting. If you return valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether there is a quorum present, even if you abstain from voting. Broker non-votes, if any, will also be counted to determine the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes occur when there are both routine and non-routine proposals at a meeting. Because none of the proposals to be voted on at the special meeting are routine matters for which brokers may have discretionary authority to vote, the Company does not expect any broker non-votes at the special meeting and does not expect any broker non-votes to count towards the special meeting quorum.

Votes Required.

Proposal 1. The approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Company common stock entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Proposal. If you sign, date and return your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of approval of the Merger Proposal.

Proposal 2. The Adjournment Proposal requires the affirmative vote of the holders of at least a majority of votes cast at the special meeting. Broker non-votes and abstentions from voting will have no effect on the outcome of the vote on the proposal. If you sign, date and return your proxy card, but you do not indicate how you want to vote, your proxy will be voted in favor of the Adjournment Proposal.

Shares Held by Directors and Officers of the Company; Voting Agreements

Each of our directors and executive officers has entered into a voting agreement, a form of which is attached to this proxy statement as Annex B, requiring each to vote all of the shares of Company common stock each owns in favor of the proposal to approve the Merger Agreement and Merger. As of the record date for the special meeting, directors and executive officers of the Company beneficially owned, in the aggregate, 271,853 shares, or approximately 5.2% of the outstanding shares of the Company’s common stock. Therefore, 271,853 shares of Company stock having the power to cast approximately 5.2% of the total votes eligible to be cast at the special meeting are subject to the voting agreements.

See “— Votes Required” above for more information.

Voting by Proxy

The board of directors of the Company is sending you this proxy statement to request that you allow your shares of the common stock of the Company to be represented at the special meeting by the persons named in the enclosed proxy card. All shares of the common stock of the Company represented at the special meeting by properly executed proxies will be voted according to the instructions indicated on the proxy card. You may also vote your shares via the Internet or by telephone. Specific instructions for Internet or telephone voting are set forth on the enclosed proxy card. The deadline for voting by telephone or via the Internet is September 28, 2026 at 11:59 p.m. Central Time.

If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s board of directors. The board of directors unanimously recommends a vote “FOR” the approval of the Merger Proposal and “FOR” the Adjournment Proposal.

If the special meeting is postponed or adjourned, Company common stock may be voted by the persons named in the proxy card on the new special meeting date as well, unless you have revoked your proxy.

If your Company common stock is held in “street name,” you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker or bank may allow you to deliver your voting instructions via the Internet or by telephone. Please see the instruction form that accompanies this proxy statement.

Voting via the Internet or by Telephone

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of Company common stock via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for Internet and telephone voting are set forth on the proxy card. The deadline for voting via the Internet or by telephone is 11:59p.m., Central Time, on September 28, 2026.

How to Revoke Your Proxy

You may revoke your proxy at any time before the vote is taken at the special meeting. To revoke your proxy you must either advise the Corporate Secretary of the Company in writing before the vote is taken at the special meeting, deliver a later dated proxy card, or attend the special meeting and vote your shares in person. Attendance at the special meeting will not in itself constitute revocation of your proxy.

The Company’s Corporate Secretary can be reached at the following address:

Christine E. Stickler
Corporate Secretary
NSTS Bancorp, Inc.
700 S. Lewis Avenue
Waukegan, Illinois 60085
(847) 336-4430

Participants in the ESOP

If you are a participant in the ESOP, you will receive a voting instruction card that reflects all the shares that you may direct the ESOP Trustee to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP Trustee votes all shares held by the ESOP, but you may direct the ESOP Trustee how to vote the shares of Company common stock allocated to your ESOP account. The ESOP Trustee will vote all unallocated shares of Company common stock held by the ESOP and all allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions.

The deadline for returning your voting instruction card to the ESOP Trustee is September 22, 2026, at 11:59 p.m. Central Time.

Proxy Solicitation Costs

The Company will pay the cost of this proxy solicitation. In addition to the solicitation of proxies by mail, Laurel Hill Advisory Group, LLC, a proxy solicitation firm, will assist the Company in soliciting proxies for the special meeting. The Company will pay Laurel Hill Advisory Group, LLC, a fee of $7,500, plus reasonable out-of-pocket expenses and additional fees for any necessary stockholder phone calls, for these services. Additionally, directors, officers and employees of the Company may solicit proxies personally or by telephone without receiving additional compensation. None of these persons will receive additional or special compensation for soliciting proxies. The Company will reimburse brokers, banks, nominees and other fiduciaries for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Appraisal Rights

The Company’s stockholders are entitled to assert dissenters’ or appraisal rights with respect to the Merger. These rights are conditioned on strict compliance with the requirements of Section 262 of the DGCL. Please see “The Merger — Appraisal Rights,” and the full text of Section 262 of the DGC, which is reproduced in full in Annex D to this proxy statement, for additional information.

Assistance

If you need assistance in completing your proxy card, have questions regarding the special meeting or would like additional copies of this proxy statement, please contact Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, New York 11753. Monday through Friday from 9:00 a.m. to 5:00 p.m., Central time, banks and brokers can call (516) 933-1305, and all others can call, toll-free, (888) 742-1305.

PROPOSAL 1:
APPROVAL OF THE MERGER AGREEMENT AND MERGER

We are submitting a proposal for consideration at the special meeting to approve the Merger Proposal, as described in more detail below.

Approval of the Merger Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of the Company common stock entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect as voting “AGAINST” the Merger Proposal.

The Company’s board of directors recommends that you vote “FOR” the approval of the Merger Proposal so that proxies may be used for the purpose described above, should it become necessary. Properly executed proxies will be voted “FOR” the approval of the Merger Proposal, unless otherwise indicated on the proxies.

THE MERGER

The following discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully. It is the legal document that governs the Merger.

General

After the conditions to consummation of the Merger described herein have been satisfied or waived, and unless the Merger Agreement has been terminated as discussed herein, Merger Sub will merge with and into the Company, with the Company as the surviving corporation, the Company will merge with and into Parent with Parent as the surviving corporation and, at the closing, each of the outstanding shares of the Company common stock will automatically be converted into the right to receive an amount in cash equal to the quotient of (A) the Merger Consideration of $73.662 million minus the aggregate of all stock option payments to be made to option holders, divided by (B) the number of shares of Company common stock issued and outstanding as of the effective time (which for the sake of clarity shall exclude the number of shares of Company common stock underlying the Company stock options), rounded down to the nearest cent. This is currently expected to result in Per Share Consideration of approximately $14.28. In addition, for each option outstanding, an option payment will be made that is equal to the product of: (i) the total number of shares of Company common stock underlying such Company stock option, multiplied by (ii) the excess, if any, of (1) the Per Share Consideration, over (2) the per share exercise price for such Company stock option, less applicable withholding taxes. The Merger Consideration is subject to a possible downward adjustment based on the Company’s Transaction Expenses as described below.

If the Company’s Transaction Expenses are more than $4.5 million, then the Merger Consideration will be reduced on a dollar-for-dollar basis. “Transaction Expenses” are expenses, fees or costs of the Company or the Bank incurred in connection with the Merger, including the following: (i) fees, costs and expenses of professional advisors; (ii) any amounts paid or payable to any director, officer or employee of the Company under any contract, severance arrangement, stay bonus or retention agreement or benefit plan and payroll costs and expenses (including payroll costs and expenses in connection with the accelerated vesting and payouts related to the Company stock options and restricted stock); (iii) the costs of the termination of any benefit plan; (iv) costs of the termination of the Company’s applicable agreements with its vendors; (v) costs of the preparation, printing and mailing of this proxy statement; (vi) any required environmental remediation costs relating the remediation of the Company’s real estate; (vii) costs of title commitments and title insurance policies; and (viii) costs associated with the Mortgage Division Disposition; provided, however, that expenses of up to $105,000 incurred in connection with the Mortgage Division Disposition will be excluded from the calculation of Transaction Expenses.

NSTS Bancorp, Inc. The Company (Nasdaq: NSTS) is a Delaware corporation and registered savings and loan holding company under the HOLA, and is the parent company of the North Shore Trust and Savings. As of June 30, 2026, on a consolidated basis, the Company had total assets of $269.9 million, total loans of $126.5 million, total deposits of $184.1 million and total stockholders’ equity of $80.1 million.

North Shore Trust and Savings. North Shore Trust and Savings is a federal savings association that has served the banking needs of its customers since 1921. It operates from its headquarters and main banking offices in Waukegan, Illinois as well as from two full-service banking offices located in Waukegan and Lindenhurst, Illinois.

Brookfield Bancshares, Inc. Brookfield Bancshares, Inc. is a Delaware corporation and registered bank holding company under the BHCA, and is the holding company for First National Bank of Brookfield. As of June 30, 2026, on a consolidated basis, Parent had total assets of $420.2 million, total loans of $389.9 million, total deposits of $334.6 million and total equity of $50.2 million.

First National Bank of Brookfield. First National Bank of Brookfield is a national banking association originally founded in 1962 with its main and only office in Brookfield, Illinois.

BRKD Merger Sub, Inc. BRKD Merger Sub, Inc. is a Delaware corporation and wholly owned subsidiary of Parent, established for the sole purpose of facilitating the Merger.

Form of the Merger and Merger Consideration

The boards of directors of the Company and Parent have each unanimously approved the Merger Agreement and the transactions contemplated under the Merger Agreement, including the Merger. Upon completion of the Merger, each share of the common stock of the Company will automatically be converted into the right to receive the Per Share Consideration, subject to a possible adjustment based on the Company’s Transaction Expenses.

After the conditions to consummation of the Merger have been satisfied or waived, and unless the Merger Agreement has been terminated or an alternative structure is used, the transactions contemplated under the Merger Agreement will be effected as follows:

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Merger Sub will merge with and into the Company with the Company as the surviving corporation;

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the Company will then be merged with and into Parent, with Parent surviving; and

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the Bank will become a wholly owned subsidiary of Parent.

Company Common Stock Price

The Company’s common stock trades on the Nasdaq Capital Market under the symbol “NSTS.” On May 12, 2026, which was the last trading day before we announced the Merger, our common stock closed at $12.65 per share. On August 27, 2026, which is the last practicable trading day before the printing of this proxy statement, our common stock closed at $14.00 per share.

Procedures for Surrendering Your Stock and Receiving the Merger Consideration

Before the closing of the Merger, Parent will deposit with its exchange agent an amount of cash equal to the Merger Consideration.

As soon as reasonably practicable after the closing of the Merger, but in no event later than five business days after the closing of the Merger, the exchange agent will send a letter of transmittal that will contain detailed instructions on receiving the Merger Consideration. If you hold your Company common stock in “street name,” your broker, bank or nominee will process the exchange on your behalf. Please note that neither Parent nor any other person involved in the Merger will be liable to any former holder of Company common stock for any amount properly delivered to a public official under applicable abandoned property or escheat laws.

Material Federal Income Tax Consequences of the Merger

Tax matters are complicated, and the tax consequences of the Merger depend upon the particular circumstances of each U.S. holder. Accordingly, each stockholder should seek advice with respect to the potential tax consequences based on his, her or its particular circumstances from an independent tax advisor.

The following is a general discussion of certain material U.S. federal income tax consequences of the Merger on Company common stock. This discussion applies only to stockholders that hold their shares of Company common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). Further, this discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular stockholder in light of its personal circumstances or to stockholders subject to special treatment under the U.S. federal income tax laws, including banks, trusts; tax-exempt organizations; insurance companies; real estate investment trusts; regulated investment companies; controlled foreign corporations; passive foreign investment companies; dealers in securities or foreign currency; persons whose functional currency is not the U.S. dollar; U.S. expatriates; traders in securities who elect to apply a mark-to-market method of accounting; mutual funds; partnerships; S corporations or other pass-through entities and investors in such entities; foreign persons; stockholders who received their shares of Company common stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation; stockholders who hold Company common stock as part of a hedge, straddle, constructive sale, conversion transaction or other integrated instrument; and stockholders subject to the alternative minimum tax provisions of the Code.

This discussion is based on the Code, Treasury Regulations, administrative rulings and judicial decisions, all as in effect as of the date of this proxy statement and all of which are subject to change (possibly with retroactive effect) and to differing interpretations that could affect the accuracy of the statements and conclusions set forth in this discussion. Tax considerations under state, local and foreign laws are not addressed in this document.

Determining the actual tax consequences of the Merger to you may be complex. They will depend on your specific situation and on factors that are not within our control. You should consult with your own tax advisor as to the tax consequences of the Merger in your circumstances, including the applicability and effect of the alternative minimum tax and any state, local, foreign or other tax laws and of changes in those laws.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company common stock that is for U.S. federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (4) a trust (A) the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more “United States persons” (as defined in the Code) have the authority to control all substantial decisions, or (B) that has a valid election in place under applicable Treasury Regulations to be treated as a U.S. person.

If an entity or arrangement treated as a partnership for United States federal income tax purposes holds Company common stock, the tax treatment of a partner in such a partnership generally will depend on the status of the partner and the activities of the partnership. Any entity or arrangement treated as a partnership for United States federal income tax purposes that is the beneficial owner of Company common stock and any partners in such partnership should consult their own tax advisors regarding the tax consequences of the Merger to them.

Neither the Company nor Parent has requested or will request a ruling from the Internal Revenue Service as to any of the tax effects to Company stockholders of the Merger, and no opinion of counsel has been or will be rendered to Company stockholders with respect to any of the tax effects of the Merger to the Company or Company stockholders.

The receipt of the Merger Consideration by a U.S. holder in exchange for Company common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder of Company common stock will recognize gain or loss for federal income tax purposes equal to the difference, if any, between:

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the Per Share Consideration received by the U.S. holder in exchange for such Company common stock; and

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the U.S. holder’s adjusted tax basis in such Company common stock.

Such gain or loss will be a capital gain or loss if such shares were held as capital assets by the U.S. holder at the effective time of the Merger. The gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period is more than one year at the effective time of the Merger; otherwise, the capital gain or loss will be short term. Gain or loss, as well as the holding period, will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered pursuant to the Merger. Long-term capital gains of individuals are generally eligible for reduced rates of taxation. Additionally, a 3.8% Net Investment Income Tax (or Medicare Tax) may apply to all or a portion of the gain recognized by individuals, trusts and estates whose income exceeds certain threshold levels.

Under the Code, a U.S. holder of Company common stock may be subject, under certain circumstances, to information reporting on the cash received in the Merger unless such U.S. holder is a corporation or other exempt recipient. Backup withholding will also apply (currently at a rate of 24%) with respect to the amount of cash received in the Merger, unless a U.S. holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax liability and any amount withheld under the backup withholding rules may generally be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

The foregoing discussion does not claim to be a complete discussion of the potential tax consequences of the Merger. Company stockholders should consult their tax advisors as to the specific tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and foreign income, estate, gift and other tax laws in their circumstances. Nothing in this discussion is intended to be, or should be construed as, tax advice.

Background of the Merger

The board of directors and senior management of the Company and the Bank regularly review and evaluate the business, strategic alternatives and direction of the consolidated organization. In so doing, the board of directors has always sought to put the interests of the stockholders first. In its recent reviews, the board of directors has focused on alternatives for maximizing stockholder value and ensuring that the Bank continues to provide the highest level of service excellence to its customers. As part of its review, the Company’s board also evaluates potential headwinds to the Bank’s continued success as a stand-alone entity, such as economic risk, the potential for increased regulatory burden imposed on banks, factors limiting earnings expansion and the intense competition and ongoing consolidation in the industry. In reviewing these matters, the board of directors considered the merits of various options, including remaining independent or engaging in a strategic transaction with a similarly aligned strategic partner.

In connection with reviewing strategic alternatives, the Company’s board of directors met with representatives of Olsen Palmer, a nationally recognized investment banking firm, in September 2024. The Olsen Palmer representatives provided the board with an overview of the current banking industry and the current health of the bank industry both in the local market and nationally. The board and representatives of Olsen Palmer also engaged in a discussion regarding various potential strategic alternatives, including remaining independent and pursuing a strategic transaction.

Following this meeting, the Company’s board engaged in further discussions regarding strategic alternatives and determined that it was in the Company’s best interest to further explore a range of potential strategic opportunities. The Company then engaged Olsen Palmer as its financial advisor in October 2024.

Over the next several months, representatives of the Company worked with Olsen Palmer to discuss and consider various strategic alternatives available to the Company. In particular, representatives of the Company worked with Olsen Palmer to identify and consider potential strategic actions that could enhance stockholder value for the Company’s stockholders.

In late January 2025, the Company made the determination that it was in the best interests of the Company’s stockholders to explore a potential sale of the Company to another financial institution. As a result, the Company, with the assistance of Olsen Palmer, prepared a confidential information memorandum highlighting relevant information regarding the Bank’s operations that could be provided to interested parties.

In addition, in accordance with the Company’s directives, Olsen Palmer began reaching out to various parties approved by the Company to solicit their interest in a potential transaction. Olsen Palmer reached out to both banks and credit unions as part of the solicitation process. In total, Olsen Palmer contacted approximately 22 institutions. Of these institutions, a total of 13 institutions, consisting of eight (8) credit unions and five (5) banks, entered into non-disclosure agreements with the Company.

The parties that entered into non-disclosure agreements then reviewed the confidential information memorandum and other Company and Bank information posted to a secure data site. In early February 2025, the Company received a non-binding indication of interest from a credit union located in Illinois, which we refer to as Party A. The Company’s board reviewed the non-binding indication of interest from Party A and determined that the offer would not provide sufficient value to the Company’s stockholders, and determined that the Company should continue to seek additional bids from interested parties. As a result, on February 24, 2025, the Company requested that Olsen Palmer identify additional parties that would be interested in submitting a bid. Olsen Palmer then reached out to approximately 26 additional parties to determine their interest in reviewing the diligence materials and potentially submitting a bid, and 15 parties, including Parent, executed a non-disclosure agreement and engaged in due diligence.

On April 15, 2025, Parent submitted an initial non-binding indication of interest regarding a proposed acquisition of the Company by Parent. On April 18, 2025, the Company’s board met with Olsen Palmer and the Company’s legal advisor, Vedder, to discuss Parent’s initial indication of interest, and directed Olsen Palmer to facilitate additional diligence by Parent to enable it to refine its offer. As a result, throughout April and May 2025, Parent engaged in further due diligence. On June 16, 2025, Parent submitted a revised non-binding indication of interest to Olsen Palmer.

The Company’s board then met with Olsen Palmer and Vedder to discuss Parent’s revised non-binding indication of interest and determined that the revised offer was not sufficient and that the Company would pause its strategic review process for the remainder of the summer.

In September 2025, the Company’s board met again with Olsen Palmer and Vedder to discuss relaunching the strategic transaction marketing process. Based on this discussion, the board directed Olsen Palmer to relaunch the marketing process and identify both new parties, and previously contacted parties, to determine if they would have an interest in pursuing a potential strategic transaction with the Company.

On October 16, 2025, Olsen Palmer relaunched the marketing process and began contacting approximately 70 parties, including 38 parties that had been previously contacted, regarding a potential strategic transaction with the Company. Based on this outreach, 15 parties completed a non-disclosure agreement, including six (6) credit unions and nine (9) banks, and engaged in a due diligence review of the Company.

On November 13, 2025, Parent submitted a new non-binding indication of interest pursuant to which Parent offered to pay approximately $13.96 per share for each share of the Company’s outstanding common stock. On November 14, 2025, a bank located in Wisconsin, which we refer to as Party B, and a credit union located in Wisconsin, which we refer to as Party C, each submitted a non-binding indication of interest.

On November 20, 2025, the Company’s board met with Olsen Palmer and Vedder to review and discuss the relaunched marketing process, and in particular, the non-binding indications of interest received from Parent, Party B and Party C. During this meeting, representatives of Olsen Palmer provided the board with a detailed summary of the financial terms of each offer, and representatives of Vedder provided the board with a summary of relevant legal terms and conditions relating to each offer. The board considered each proposal in detail and determined that it would initially focus on further discussions with Party B and Party C to determine if a transaction with one of these parties would be feasible. As a result, the Company’s board invited Party B and Party C to engage in further diligence and continue discussions regarding a potential strategic transaction.

In early December 2025, representatives of the Company met with representatives from each of Party B and Party C as part of the diligence process. Ultimately, Party B and Party C elected not to submit a further revised indication of interest. In addition, in December 2025, another bank located in Wisconsin, which we refer to as Party D, executed a non-disclosure agreement and began performing due diligence on the Company.

On January 2, 2026, Party D submitted an initial non-binding indication of interest to Olsen Palmer, and then submitted a revised indication of interest to Olsen Palmer on January 9, 2026. On January 13, 2026, the Company’s board met with Olsen Palmer and Vedder and discussed Parent’s November 13, 2025 indication of interest and Party D’s January 9, 2026 indication of interest. Based on this discussion, the Company’s board determined that it was in the best interest of the Company and its stockholders to invite Parent to engage in further due diligence and request that they provide an updated offer based on such additional diligence review.

Throughout the remainder of January 2026, Parent engaged in further diligence, including meeting with representatives of the Company to discuss a potential transaction. On February 5, 2026, Parent submitted an updated non-binding indication of interest with a proposed purchase price of $14.00 per share for each share of the Company’s outstanding common stock. The Company and its advisors and Parent and its advisors then engaged in negotiations regarding the proposed purchase price. Based on these negotiations, Parent then submitted a revised non-binding indication of interest with an updated purchase price of $14.28 per share for each share of the Company’s common stock.

On February 17, 2026, the Company’s board met with Olsen Palmer and Vedder to discuss the revised indication of interest received from Parent. During this meeting, the board reviewed the financial and legal terms and conditions of Parent’s offer with Olsen Palmer and Vedder. Based on this discussion, the Company’s board determined that Parent’s revised offer represented the best value available to the Company’s stockholders and that it was in the best interests of the Company’s stockholders to enter into the revised indication of interest and seek to negotiate a definitive agreement with Parent. As a result, the board approved Parent’s revised indication of interest and authorized Stephen G. Lear to execute the revised indication of interest on behalf of the Company.

Throughout the remainder of February 2026 and early March 2026, the parties continued to engage in due diligence reviews and negotiation of deal terms. On March 19, 2026, Parent’s counsel, Barack Ferrazzano Kirschbaum & Nagelberg LLP (“Barack”), provided an initial draft of the definitive merger agreement to Vedder. The Company and its advisors reviewed the draft definitive agreement and began working on the disclosure schedules to the definitive agreement. On April 10, 2026, Vedder provided a revised draft of the definitive agreement to Barack.

The parties continued to negotiate the terms and conditions of the definitive agreement, disclosure schedules and ancillary documents throughout April and early May 2026, exchanging multiple drafts of these documents. In addition, representatives of the Company met with representatives of Parent in April 2026 to negotiate outstanding deal terms.

On May 8, 2026, the board of directors of the Company met to review, discuss and approve the draft definitive agreement and the transactions contemplated thereby, including without limitation, the proposed merger of the Company with and into Parent, and Parent’s resulting ownership of the Bank. During this meeting, Vedder reviewed the material terms and conditions of the definitive agreement with the board. In addition, Vedder reviewed the fiduciary duties of the Board members when considering such transaction. Olsen Palmer then reviewed the financial aspects of the proposed transaction, including financial analyses performed by Olsen Palmer, and advised the board of directors that, assuming no material changes in the proposed transaction or Olsen Palmer’s financial analysis, Olsen Palmer would be in a position to deliver, in connection with the execution of the definitive agreement, a written opinion to the board of directors, to the effect that, as of the date of such opinion and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by Olsen Palmer as set forth in its written opinion, the per share merger consideration of $14.28 was fair, from a financial point of view, to the stockholders of the Company.

The board then engaged in a detailed discussion of the terms and conditions of the proposed transaction. Based on such review, the board of directors of the Company determined that the proposed transaction with Parent, as set forth in the definitive agreement negotiated by the parties, was in the best interests of the Company’s stockholders and that combining with Parent would ensure that the Bank’s customers would continue to receive excellent service after consummation of the proposed transaction. As a result, the board of directors of the Company unanimously approved the proposed transaction and the definitive agreement by and among the Company, Parent and Merger Sub.

Parent and Merger Sub’s respective boards of directors also approved the definitive agreement on May 7, 2026 and the parties executed the definitive merger agreement on May 12, 2026.

The Company’s Reasons for the Merger and Recommendation of the Company’s Board

The Company’s board of directors evaluated the Merger in connection with management and the Company’s financial and legal advisors in unanimously determining that the proposed merger is in the best interests of the Company’s stockholders. The Company’s board of directors considered a number of factors affecting the business, operations, financial condition, earnings and future prospects of the Company. The material factors considered by the board of directors included:

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The business strategy and strategic plan of the Company, its prospects for the future, and its projected financial results.

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The understanding of the Company’s board of directors of the strategic options available to the Company and the board of directors’ assessment of those options with respect to the prospects and estimated results of the execution by the Company of its business plan as an independent entity under various scenarios and the determination that none of those options or the execution of the business plan was more likely to create greater present value for the Company’s stockholders than the value to be paid by Parent.

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The challenges facing the Company’s management to grow the Company’s franchise and enhance stockholder value given current market conditions, including increased operating costs resulting from regulatory and compliance mandates, continued pressure on net interest margins from the current interest rate environment and competition.

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The Merger Consideration equaled or exceeded the consideration that could reasonably be expected from other potential acquirers with apparent ability to consummate an acquisition of the Company.

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The financial presentation of Olsen Palmer to the Company’s board of directors and the opinion, dated May 8, 2026, of Olsen Palmer to the Company’s board of directors as to the fairness, from a financial point of view, to the holders of Company common stock, collectively as a group, of the Per Share Consideration to be received by such stockholders in the proposed Merger, as more fully described below under “—Opinion of the Company’s Financial Advisor.”

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The form and amount of consideration to be paid by Parent pursuant to the Merger Agreement, including the reduced volatility provided by cash consideration.

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The ability of Parent to execute a merger transaction from a financial and regulatory perspective.

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The prospects for the Company’s employees within the combined company.

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The synergies between the two organizations, along with more products and services that could benefit the Company’s customers.

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Parent’s emphasis on customer service and its commitment to its communities.

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Parent’s historically strong financial condition and results of operations.

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The effects of the Merger on the Bank’s customers.

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The scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by the combined company.

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The likelihood of obtaining the stockholder and regulatory approvals needed to complete the transaction.

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The analyses presented by Vedder as to the structure of the Merger, the Merger Agreement, the fiduciary and legal obligations applicable to directors when considering a sale or merger of a company, and the process that the Company (including its board of directors) followed in considering potential strategic alternatives, including the Merger.

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The results of the thorough solicitation process conducted by the Company, with the advice and assistance of Olsen Palmer.

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Certain structural protections included in the Merger Agreement, including:

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that the Merger Agreement does not preclude a third party from making an unsolicited acquisition proposal to the Company and that, under certain circumstances more fully described under “—Agreement Not to Solicit Other Proposals,” the Company may furnish nonpublic information to and enter into discussions with such a third party regarding an acquisition proposal; and

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the ability of the Company to terminate the Merger Agreement to enter into a definitive agreement with a third party provided that certain requirements are met, including the payment of a termination fee by the Company of $3,000,000, an amount that was negotiated at arm’s-length and was determined by the Company’s board of directors to be reasonable.

The Company’s board of directors also considered a number of potential risks and uncertainties in connection with its consideration of the Merger, including, without limitation, the following:

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The potential risk of diverting management attention and resources from the operation of the Company’s business and towards the completion of the Merger.

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The restrictions on the conduct of the Company’s business before the completion of the Merger, which are customary for public company merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company absent the pending Merger.

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That the interests of certain of the Company’s directors and executive officers may be different from, or in addition to, the interests of the Company’s other stockholders as described under the heading “—Interests of Directors and Officers in the Merger that are Different from Your Interests.”

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The risk that the conditions to the parties’ obligations to complete the Merger Agreement may not be satisfied, including the risk that necessary regulatory approvals or the Company stockholder approval might not be obtained and, as a result, the Merger may not be consummated.

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The risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending Merger.

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That (1) the Company would be prohibited from affirmatively soliciting acquisition proposals after execution of the Merger Agreement; and (2) the Company would be obligated to pay to Parent a termination fee if the Merger Agreement is terminated under certain circumstances, which may discourage other parties potentially interested in a strategic transaction with the Company from pursuing such a transaction.

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The challenges of integrating the Company’s business, operations and employees with those of Parent.

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The potential costs associated with executing the Merger Agreement, including change in control payments and related costs, as well as estimated advisor fees.

The board of directors evaluated the factors described above and reached a unanimous determination that the Merger was in the best interests of the Company and its stockholders. In reaching its determination to approve and recommend the Merger, the Company’s board of directors looked at the totality of the information presented to it and did not assign any relative or specific weights to any of the individual factors considered, and individual directors may have given different weights to different factors. The board of directors considered these factors as a whole, including the potential risks, uncertainties and disadvantages associated with the Merger, and considered the benefits of the Merger overall to be favorable and outweigh the potential risks, uncertainties and disadvantages of the Merger. It should be noted that this explanation of the board of directors’ reasoning and certain other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Concerning Forward-Looking Information.” The foregoing discussion of the information and factors considered by the board of directors is not intended to be exhaustive, but constitutes the material factors considered by the board of directors. The terms of the Merger Agreement were the product of arm’s-length negotiations between representatives of the Company and Parent.

The Company’s board of directors unanimously recommends that the Company’s stockholders vote “FOR” the adoption of the Merger Proposal and “FOR” the Adjournment Proposal.

Opinion of the Company’s Financial Advisor

Olsen Palmer, as part of its investment banking services, is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions. The board of directors of the Company engaged Olsen Palmer to provide financial advisory services in connection with the Merger and to issue an opinion to the board of directors of the Company as to the fairness, from a financial point of view, to the Company stockholders of the financial terms in the Merger pursuant to the Merger Agreement (the “Opinion”). Olsen Palmer issued its Opinion on May 8, 2026.

No limitations were imposed by the Company’s board of directors on Olsen Palmer with respect to the investigations made or procedures followed in rendering its Opinion. Neither Olsen Palmer nor the individuals involved in providing Olsen Palmer’s Opinion has any present or contemplated future ownership interest in the Company or Parent. Olsen Palmer is acting as the Company’s financial advisor in connection with the Merger. The Company agreed to pay Olsen Palmer a cash fee equal to 1.25% of the aggregate merger consideration, which is currently estimated to be approximately $0.9 million. Of this amount, $125,000 became payable to Olsen Palmer with the rendering of its Opinion, and the balance is contingent upon the closing the Merger. The Company also agreed to indemnify Olsen Palmer against certain liabilities arising out of its engagement and to reimburse Olsen Palmer for certain of its out-of-pocket expenses incurred in connection with Olsen Palmer’s engagement.

Olsen Palmer has not provided investment banking and financial advisory services to the Company or Parent during the two-year period prior to May 8, 2026, except to the Company with respect to the Merger. Olsen Palmer may provide investment banking, financial advisory and other financial services to the Company and/or Parent in the future, for which Olsen Palmer may receive compensation.

In connection with its Opinion, Olsen Palmer made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Olsen Palmer reviewed:

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a draft version of the Merger Agreement dated May 5, 2026;

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certain financial statements and other historical financial information of the Company and Parent that Olsen Palmer deemed relevant;

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internal financial projections for the Company for the years ending December 31, 2026 through 2031 as prepared and provided to Olsen Palmer by the Company (the “Projections”);

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a comparison of certain financial information for the Company with institutions that Olsen Palmer deemed relevant for which information was publicly available;

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the financial terms of certain recent business combinations in the commercial banking industry that Olsen Palmer deemed relevant for which information was publicly available;

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the then-current market environment generally and the banking industry in particular;

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a certificate addressed to Olsen Palmer from senior management of the Company which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or otherwise) provided to, or discussed with, Olsen Palmer by or on behalf of the Company; and

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such other information, financial studies, analyses and investigations and financial, economic and market criteria as Olsen Palmer considered relevant.

Olsen Palmer also discussed with certain members of senior management of the Company and its representatives the business, financial condition, results of operations and prospects of the Company.

In performing its review, and for purposes of rendering its Opinion, Olsen Palmer relied upon the accuracy and completeness of all of the financial and other information that was available to it from public sources, that was provided to Olsen Palmer by the Company or Parent or their representatives or that was otherwise reviewed by Olsen Palmer and assumed, without independent verification, the accuracy and completeness of all such information. Olsen Palmer further relied on the assurances of the management of the Company that they were not aware of any facts or circumstances that would make any of such information inaccurate or misleading. Olsen Palmer was not asked to and did not undertake an independent verification of any of such information and did not and does not assume any responsibility or liability for the accuracy or completeness thereof.

In addition, management of the Company advised Olsen Palmer, and Olsen Palmer assumed, that the Projections reviewed by Olsen Palmer were reasonably prepared in good faith on bases reflecting the best then-currently available estimates and judgments of such management as to the future financial results and condition of the Company and the other matters covered thereby, and Olsen Palmer expressed no opinion with respect to such projections or the assumptions on which they were based. Olsen Palmer relied upon and assumed, without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Olsen Palmer that would have been material to its analyses or its Opinion, and that there was no information or any facts that would have made any of the information reviewed by Olsen Palmer incomplete or misleading. With the Company’s consent, Olsen Palmer relied upon the advice the Company received from its legal, accounting, regulatory and tax advisors as to all legal, accounting, regulatory and tax matters relating to the Merger and the other transactions contemplated by the Merger Agreement, and Olsen Palmer assumed that all such advice was correct.

Olsen Palmer’s Opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Olsen Palmer as of, May 8, 2026. Events occurring after May 8, 2026 could materially affect Olsen Palmer’s Opinion. Olsen Palmer is under no obligation to update, revise, reaffirm or withdraw its Opinion or otherwise comment upon events occurring after May 8, 2026. Olsen Palmer did not express any opinion as to what the value of the Company common stock actually would be when exchanged or issued, respectively, pursuant to the Merger or the price or range of such prices at which the Company common stock may be purchased or sold, otherwise transferrable, at any time.

Olsen Palmer’s Opinion was directed to the board of directors of the Company (in its capacity as such) in connection with its consideration of the Merger and may not be used for any other purpose without the prior written consent of Olsen Palmer. The Opinion does not constitute a recommendation to the board of directors of the Company or to any stockholder of either the Company or Parent as to how any such member of such board or any stockholder should vote at any meeting called to consider and vote upon the Merger, enter into a voting agreement, or otherwise act. Olsen Palmer expressed no opinion as to the fairness of the Per Share Consideration to the creditors or other constituencies of the Company. Olsen Palmer’s Opinion was directed only to the fairness, from a financial point of view, of the Per Share Consideration to the stockholders of the Company and did not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any other alternative business strategies that might have existed for the Company. Olsen Palmer’s Opinion should not be construed as having created any fiduciary duty on the part of Olsen Palmer to any party or person. Olsen Palmer’s Opinion was not reviewed or issued by a fairness opinion committee of Olsen Palmer. Olsen Palmer was not requested to opine as to, and the Opinion does not express an opinion as to or otherwise address, among other things (i) the fairness of any portion or aspect of the Merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), or (ii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the Merger, any class of such persons or any other party, relative to the per share Merger Consideration or otherwise.

Several analytical methodologies have been employed and no one method of analysis should be regarded as critical to the overall conclusion reached by Olsen Palmer. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusion Olsen Palmer reached was based on all the analyses and factors presented, taken as a whole, and also on application of Olsen Palmer’s own experience and judgment. Such conclusions may involve significant elements of subjective judgment and qualitative analysis. Olsen Palmer therefore gives no opinion as to the value or merit standing alone of any one or more parts of the analyses.

The following summarizes the material financial analyses that were considered by Olsen Palmer in rendering its Opinion. The summary below is not a complete description of the analyses underlying Olsen Palmer’s opinion or the presentation made by Olsen Palmer to the Company’s board of directors, but is a summary of all material analyses performed and presented by Olsen Palmer. No company or transaction used in the analyses described below is identical or directly comparable to the Company, Parent or the contemplated Merger.

Summary of Proposed Per Share Consideration and Implied Transaction Metrics

Per Share Consideration shall mean an amount equal to the quotient of (i) the Merger Consideration minus the aggregate amount of all option payments to be made to holders of Company stock options, divided by (ii) the number of shares of Company common stock issued and outstanding as of the effective time (which for the sake of clarity shall exclude the number of shares of Company common stock underlying the Company stock options). Per Share Consideration was estimated to be $14.28. Based upon financial information for the Company as of or for the last 12-month period ended March 31, 2026, Olsen Palmer reviewed the financial terms of the Merger and calculated the following implied transaction metrics:

Per Share Consideration/Tangible Book Value Per Share	0.94x
Per Share Consideration/Last 12 Months Earnings Per Share	Not Material
Per Share Consideration/Total Assets Per Share	27.8%
Tangible Book Value Premium Per Share/Core Deposits Per Share	-3.0%

Company Selected Companies Analysis. Olsen Palmer analyzed the relative valuation multiples as calculated by S&P Global Market Intelligence of 16 publicly traded banks headquartered in the United States (including banks traded over-the-counter and excluding targets of announced mergers) that satisfied the following selected criteria: (i) had total assets between $100 million and $500 million and (ii) had a return on average assets over the last 12 months less than 0.25%. The 16 financial institutions were as follows:

• Beach Cities Commercial Bank	• Monroe Federal Bancorp, Inc.
• EWSB Bancorp, Inc.	• Security Midwest Bancorp, Inc.
• Exchange Bankshares, Inc.	• Seneca Bancorp, Inc.
• Gateway Bank, F.S.B.	• TEB Bancorp, Inc.
• Glen Burnie Bancorp	• U & I Financial Corp.
• Greenville Federal Financial Corporation	• UNB Corp.
• Hoyne Bancorp, Inc.	• VWF Bancorp, Inc.
• Kentucky First Federal Bancorp	• WCF Bancorp, Inc.

Olsen Palmer noted the following selected financial measures, in each case of and for the relevant period ended March 31, 2026:

	Total Assets ($ millions)	Last 12 Months’ Return on Average Assets
Median	$299.3	0.01%