NSTS Bancorp, Inc.
For the period ended May 12, 2026. Filed May 12, 2026.
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May 12, 2026 · Filed May 12, 2026
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Contents
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, including statements regarding the expected timetable for completion of the proposed transaction, the results, effects and benefits of the proposed transaction, future opportunities for Parent, the Company and their respective subsidiaries, and any other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements may include, but are not limited to, statements relating to each of Parent’s, the Company’s and their respective subsidiaries’ plans, strategies and expectations, near-term loan growth, net interest margin, mortgage banking profits, expenses, asset quality, capital levels, continued earnings, and liquidity. Forward-looking statements are generally identifiable by use of the words “believe,” “may,’’ “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “project,” “plan” or similar expressions, including the negative forms of such expressions. Forward-looking statements are frequently based on assumptions that may or may not materialize and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the possibility that stockholders of the Company may not approve the Merger Agreement; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of the Company into those of Brookfield; the effects of the merger on Parent’s and the Company’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the transaction.
Additional factors that could cause actual results to differ materially from those described above can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2026, and in its subsequently filed Quarterly Reports on Form 10-Q, and in other documents the Company files with the SEC, each of which is on file with the SEC and available at the SEC’s website atwww.sec.gov, and available from the Company’s website athttps://ir.northshoretrust.com/sec-filings/all-sec-filings.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Parent nor the Company assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. All forward-looking statements, express or implied, included in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement.
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