NSTS 10-Q
NSTS Bancorp, Inc. (NSTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the quarterly period ended
Or
Commission File Number
NSTS BANCORP, INC.
(Exact name of the registrant as specified in its charter)
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| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification Number) | |
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| (Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | ☒ | Smaller reporting company | |
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 6, 2026, the Registrant had
Form 10Q
Index
| PART I. |
2 | |
| ITEM 1. |
2 | |
| 2 | ||
| 3 | ||
| 4 | ||
| 5 | ||
| 7 | ||
| 8 | ||
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
27 |
| ITEM 3. |
38 | |
| ITEM 4. |
39 | |
| PART II. |
39 | |
| ITEM 1. |
39 | |
| ITEM 1A. |
39 | |
| ITEM 2. |
39 | |
| ITEM 3. |
39 | |
| ITEM 4. |
39 | |
| ITEM 5. |
39 | |
| ITEM 6. |
40 | |
| 41 | ||
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets
| June 30, 2026 | ||||||||
| (unaudited) | December 31, 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Assets: | ||||||||
| Cash and due from banks | $ | $ | ||||||
| Interest-bearing bank deposits | ||||||||
| Cash and cash equivalents | ||||||||
| Time deposits with other financial institutions | ||||||||
| Securities available for sale | ||||||||
| Federal Home Loan Bank stock (FHLB) | ||||||||
| Loans held for sale | ||||||||
| Loans, net of unearned income | ||||||||
| Allowance for credit losses on loans | ( | ) | ( | ) | ||||
| Loans, net | ||||||||
| Premises and equipment, net | ||||||||
| Accrued interest receivable | ||||||||
| Bank-owned life insurance (BOLI) | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities: | ||||||||
| Deposits: | ||||||||
| Noninterest bearing | $ | $ | ||||||
| Interest-bearing | ||||||||
| Demand and NOW checking | ||||||||
| Money market | ||||||||
| Savings | ||||||||
| Time deposits over $250,000 | ||||||||
| Other time deposits | ||||||||
| Total deposits | ||||||||
| Escrow deposits | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Stockholders' equity: | ||||||||
| Common Stock | ||||||||
| Treasury Stock, at cost | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Unallocated common shares held by ESOP | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss, net | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Common Stock | Common Stock | |||||||
| Par value | $ | $ | ||||||
| Shares authorized | ||||||||
| Shares issued | ||||||||
| Shares outstanding | ||||||||
| Treasury shares | ||||||||
See accompanying notes to consolidated unaudited financial statements
Consolidated Statements of Operations (unaudited)
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Interest income: | ||||||||||||||||
| Loans, including fees | $ | $ | $ | $ | ||||||||||||
| Securities | ||||||||||||||||
| Taxable | ||||||||||||||||
| Tax-exempt | ||||||||||||||||
| Federal funds sold and other | ||||||||||||||||
| Time deposits with other financial institutions | ||||||||||||||||
| FHLB Stock | ||||||||||||||||
| Total interest income | ||||||||||||||||
| Interest expense: | ||||||||||||||||
| Deposits | ||||||||||||||||
| Other borrowings | ||||||||||||||||
| Total interest expense | ||||||||||||||||
| Net interest income | ||||||||||||||||
| Provision for (reversal of) credit losses | ( | ) | ||||||||||||||
| Net interest income after provision for (reversal of) credit losses | ||||||||||||||||
| Noninterest income: | ||||||||||||||||
| Gain on sale of mortgage loans | ||||||||||||||||
| Rental income on office building | ||||||||||||||||
| Service charges on deposits | ||||||||||||||||
| BOLI death benefit | ||||||||||||||||
| Increase in cash surrender value of BOLI | ||||||||||||||||
| Other non-interest income | ||||||||||||||||
| Total noninterest income | ||||||||||||||||
| Noninterest expense: | ||||||||||||||||
| Salaries and employee benefits | ||||||||||||||||
| Transaction expenses | ||||||||||||||||
| Equipment and occupancy | ||||||||||||||||
| Data processing | ||||||||||||||||
| Professional services | ||||||||||||||||
| Advertising | ||||||||||||||||
| Supervisory fees and assessments | ||||||||||||||||
| Loan expenses | ||||||||||||||||
| Deposit expenses | ||||||||||||||||
| Director fees | ||||||||||||||||
| Other non-interest expense | ||||||||||||||||
| Total noninterest expense | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding | ||||||||||||||||
See accompanying notes to consolidated unaudited financial statements
Consolidated Statements of Comprehensive Income (Loss) (unaudited)
| For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Unrealized net holding (loss) gain on securities | ||||||||
| Unrealized net holding (loss) gain on securities arising during period | ( | ) | ||||||
| Tax effect | ( | ) | ||||||
| Other comprehensive (loss) income, net of taxes | ( | ) | ||||||
| Comprehensive (loss) income | $ | ( | ) | $ | ||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Unrealized net holding gain (loss) on securities | ||||||||
| Unrealized net holding gain (loss) on securities arising during period | ( | ) | ||||||
| Tax effect | ( | ) | ||||||
| Other comprehensive income, net of taxes | ( | ) | ||||||
| Comprehensive (loss) income | $ | ( | ) | $ | ||||
See accompanying notes to consolidated unaudited financial statements
Consolidated Statements of Stockholders’ Equity (unaudited)
| Common Shares | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained earnings | Accumulated other comprehensive loss | Unallocated Common Shares Held by ESOP | Total | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
| Quarter ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| ESOP shares committed to be released | — | |||||||||||||||||||||||||||||||
| Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Compensation cost for stock options and restricted stock | — | |||||||||||||||||||||||||||||||
| Change in net unrealized loss on securities available for sale, net | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Quarter ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| ESOP shares committed to be released | — | |||||||||||||||||||||||||||||||
| Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Compensation cost for stock options and restricted stock | — | |||||||||||||||||||||||||||||||
| Change in net unrealized loss on securities available for sale, net | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated unaudited financial statements
| Common Shares | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained earnings | Accumulated other comprehensive loss | Unallocated Common Shares Held by ESOP | Total | |||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| ESOP shares committed to be released | — | |||||||||||||||||||||||||||||||
| Forfeiture of stock options and restricted stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Compensation cost for stock options and restricted stock | — | |||||||||||||||||||||||||||||||
| Change in net unrealized loss on securities available for sale, net | — | |||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| ESOP shares committed to be released | — | |||||||||||||||||||||||||||||||
| Purchase of treasury stock from taxes withheld on net share settlement of restricted stock awards | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Compensation cost for stock options and restricted stock | — | |||||||||||||||||||||||||||||||
| Change in net unrealized loss on securities available for sale, net | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated unaudited financial statements
Consolidated Statements of Cash Flows (unaudited)
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Securities amortization and accretion, net | ||||||||
| Loans originated for sale | ( | ) | ( | ) | ||||
| Proceeds from sales of loans held for sale | ||||||||
| Gain on sale of mortgage loans | ( | ) | ( | ) | ||||
| (Reversal of) provision for credit losses | ( | ) | ||||||
| Earnings on bank owned life insurance | ( | ) | ( | ) | ||||
| ESOP expense | ||||||||
| Stock based compensation | ||||||||
| Change in deferred income taxes | ( | ) | ||||||
| Net change in accrued interest receivable and other assets | ( | ) | ||||||
| Net change in accrued expenses and other liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Net change in portfolio loans | ( | ) | ( | ) | ||||
| Principal repayments on mortgage-backed securities | ||||||||
| Maturities and calls of securities available for sale | ||||||||
| Purchase of Federal Home Loan Bank stock | ( | ) | ||||||
| Net change in time deposits with other financial institutions | ||||||||
| Proceeds from bank owned life insurance death benefit | ||||||||
| Purchases of premises and equipment, net | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Net change in deposits | ||||||||
| Net change in escrow deposits | ||||||||
| Repayment of FHLB Advance | ( | ) | ||||||
| Purchase of treasury stock from taxes withheld on stock awards | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for interest | $ | $ | ||||||
| Loans transferred to held for sale from portfolio, net | ||||||||
See accompanying notes to consolidated unaudited financial statements
Notes to the Unaudited Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and conform to practices within the banking industry. The accounting policies followed in the preparation of the interim consolidated financial statements are consistent with those used in the preparation of the annual financial statements. The interim consolidated financial statements reflect all normal and recurring adjustments that are necessary, in the opinion of management, for fair statement of results for the interim periods presented. Results for the three and six month periods ended June 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Nature of Operations
NSTS Bancorp, Inc. (“NSTS” or the “Company”, “we” or “our”) was formed to serve as the stock holding company for North Shore Trust and Savings (the “Bank”) in connection with the conversion of North Shore Trust and Savings, NSTS Financial Corporation and North Shore MHC, into the stock form of organization, which was completed on January 18, 2022. Shares of NSTS Bancorp, Inc. stock began trading on January 19, 2022 on the Nasdaq Capital Market under the trading symbol "NSTS."
The Bank operates primarily out of three bank branch locations in the northern suburbs of Chicago, Illinois. The Bank offers a variety of financial services to customers in our surrounding communities. Financial services consist primarily of 1-4 family mortgage loans, savings accounts, and certificate of deposit accounts. There are no significant concentrations of loans to any one industry or customer. The Bank’s exposure to credit risk is significantly affected by changes in the economy in the Bank’s market area. During the quarter ended June 30, 2026, and as announced on June 4, 2026, the Bank divested its mortgage lending division, Oak Leaf Community Mortgage ("OLCM"), which operated in three locations in the north and western suburbs of Chicago. As of June 30, 2026, 13 employees are no longer with the Company. An additional three employees left prior to, or on, August 3, 2026.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements were prepared in accordance with GAAP and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with NSTS Bancorp, Inc.’s Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The unaudited Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may vary from those estimates. Material estimates that could significantly change in the near-term include the adequacy of the allowance for credit losses, determination of the valuation allowance on deferred tax assets and the valuation of investment securities and the related tax effect. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of results that may be expected for any other interim period or the entire fiscal year ending December 31, 2026. Certain amounts in prior year financial statements have been reclassified to conform to the current presentation. No significant subsequent events have occurred through this date requiring adjustment to the financial statements or disclosures.
All of the Company’s financial results are similar and considered by management to be aggregated into reportable operating segment. While the Company has assigned certain management responsibilities by business-line, the Company’s Chief Operating Decision Maker ("CODM") evaluates financial performance on a Company-wide basis. The Company's assigned business lines have similar economic characteristics, products, services and customers. Accordingly, all of the Company’s operations are considered by management to be aggregated in reportable operating segment.
Financial performance is reported to the CODM monthly, and the primary measure of performance is consolidated net income. The allocation of resources throughout the Company is determined annually based upon consolidated net income performance. The presentation of financial performance to the CODM is consistent with amounts and financial statement line items shown in the Company's consolidated balance sheets and consolidated statements of operations. Additionally, the Company's significant expenses are adequately segmented by category and amount in the consolidated statements of operations to include all significant items when considering both qualitative and quantitative factors. Significant expenses of the Company include salaries and employee benefits, equipment and occupancy expense, data processing, professional services and advertising.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The pronouncement requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024-03 and its impact on its Consolidated Financial Statements and disclosures, and does not expect the amendments to have a material impact to the annual financial statements of the Company.
Proposed Merger with Brookfield Bancshares, Inc.
As previously disclosed, on May 12, 2026, Brookfield Bancshares, Inc. ("Parent") and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which (1) the Company will merge with and into a newly formed Delaware corporation and wholly owned subsidiary of Parent, BRKD Merger Sub Inc. ("Parent Merger Sub"), with the Company as the surviving corporation (the "Merger') and (2) immediately following the Merger, the Company will be merged with and into Parent, with Parent surviving the merger (the "Second Merger"). Following the Second Merger, the Bank will become a wholly owned subsidiary of Parent. The Bank will continue to operate under its existing name and federal savings association charter as a subsidiary of Parent.
Under the terms of the Merger Agreement, each share of common stock, par value $
Consummation of the Merger is subject to certain conditions, including, among others, approval of the Merger and the Merger Agreement by the Company’s stockholders, the receipt of all required regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of each party, the performance in all material respects by each party of its obligations under the Merger Agreement, and the absence of any injunctions or other legal restraints. The transaction is anticipated to close in the fourth quarter of 2026.
Note 2: Securities Available for Sale
The amortized cost and estimated fair value of debt securities at June 30, 2026 and December 31, 2025, by contractual maturity, are shown below. The for securities available for sale was $
| June 30, 2026 | U.S. Treasury notes | U.S. government agency obligations | Municipal obligations | Mortgage-backed residential obligations | Collateralized mortgage obligations | Total available-for-sale | ||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| 1 year or less | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 1 to 5 years | ||||||||||||||||||||||||
| 5 to 10 years | ||||||||||||||||||||||||
| After 10 years | ||||||||||||||||||||||||
| Fair value | ||||||||||||||||||||||||
| Gross unrealized gains | ||||||||||||||||||||||||
| Gross unrealized losses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Amortized cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2025 | U.S. Treasury notes | U.S. government agency obligations | Municipal obligations | Mortgage-backed residential obligations | Collateralized mortgage obligations | Total available-for-sale | ||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| 1 year or less | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 1 to 5 years | 7,085 | 7,208 | 1,202 | 8,860 | 17,757 | 42,112 | ||||||||||||||||||
| 5 to 10 years | ||||||||||||||||||||||||
| After 10 years | ||||||||||||||||||||||||
| Fair value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Gross unrealized gains | ||||||||||||||||||||||||
| Gross unrealized losses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Amortized cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
As of June 30, 2026, and December 31, 2025, securities were pledged to secure public deposits or for other purposes as required or permitted by law.
Information pertaining to securities with gross unrealized losses at June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is as follows:
| Less than 12 Months | 12 Months or Longer | Total | ||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
| Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| U.S. Treasury notes | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| U.S. government agency obligations | ||||||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||||||
| Mortgage-backed residential obligations | ||||||||||||||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| U.S. Treasury notes | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| U.S. government agency obligations | ||||||||||||||||||||||||
| Municipal obligations | ||||||||||||||||||||||||
| Mortgage-backed residential obligations | ||||||||||||||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
At June 30, 2026 and December 31, 2025, many of the investment securities were in unrealized loss positions. There were securities with identified credit losses at June 30, 2026 and December 31, 2025, respectively. Unrealized losses have not been recognized into income because, based on management's evaluation, the decline in fair value is largely due to increased market rates, temporary market conditions and trading spreads, and, as such, are considered to be temporary by the Bank. In addition, management has the intent and ability to hold the securities until they mature or they recover their carrying values.
All U.S. government agency obligations, mortgage-based residential obligations and collateralized mortgage obligations are agency-issued or government-sponsored enterprise issued. Agency-issued securities are generally guaranteed by a U.S. government agency, such as the Government National Mortgage Association. Government-sponsored enterprises, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, or the Small Business Administration, have either a direct or implied guarantee by the U.S. government.
The Bank holds two classifications of municipal bonds, general obligation bonds and revenue bonds. General obligation bonds are backed by the general revenue of the issuing municipality, while revenue bonds are supported by a specific revenue source. All general obligation and revenue bonds have a bond rating of investment grade by Standard and Poor's or Moody's Investor Services or are not rated. There have been no declines in investment grades on bonds in a loss position and, as of June 30, 2026, all municipal bonds are paying as agreed.
There were
Note 3: Loans and allowance for credit losses
A summary of loans by major category as of June 30, 2026 and December 31, 2025 is as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| (Dollars in thousands) | ||||||||
| First mortgage loans | ||||||||
| 1-4 family residential | $ | $ | ||||||
| Multi-family | ||||||||
| Commercial | ||||||||
| Construction | ||||||||
| Total first mortgage loans | ||||||||
| Consumer loans | ||||||||
| Total loans | ||||||||
| Net deferred loan costs | ||||||||
| Allowance for credit losses on loans | ( | ) | ( | ) | ||||
| Total loans, net | $ | $ | ||||||
First mortgage loans serviced and subserviced for others are not included in the accompanying Consolidated Balance Sheets. The unpaid principal balance of these loans totaled $
The accrued interest receivable for loans, net, was $
In the normal course of business, loans are made by the Bank to directors and officers of the Company and the Bank (related parties). The terms of these loans, including interest rate and collateral, are similar to those prevailing for comparable transactions with other customers and do not involve more than a normal risk of collectability. At June 30, 2026 and December 31, 2025, such borrowers were indebted to the Bank in the aggregate amount of $
The following tables present the activity in the allowance for credit losses ("ACL") for the three and six months ended June 30, 2026 and 2025:
| June 30, 2026 | ||||||||||||||||||||||||
| 1-4 family | ||||||||||||||||||||||||
| residential | Multi-family | Commercial | Construction | Consumer | Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Three months ended | ||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| Net recoveries (charge-offs) | ||||||||||||||||||||||||
| Provision for (release of) credit losses | ( | ) | — | |||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| 1-4 family | ||||||||||||||||||||||||
| residential | Multi-family | Commercial | Construction | Consumer | Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| Net recoveries (charge-offs) | ||||||||||||||||||||||||
| (Release of) provision for credit losses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||
| 1-4 family | ||||||||||||||||||||||||
| residential | Multi-family | Commercial | Construction | Consumer | Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Three months ended | ||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| Net recoveries (charge-offs) | ||||||||||||||||||||||||
| Provision for credit losses | ||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||
| 1-4 family | ||||||||||||||||||||||||
| residential | Multi-family | Commercial | Construction | Consumer | Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Charge-offs | ||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||
| Net recoveries (charge-offs) | ||||||||||||||||||||||||
| Provision for (release of) credit losses | ( | ) | ( | ) | ||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The ACL on loans excludes the allowance for off-balance sheet exposures as of June 30, 2026 and 2025, respectively, recorded within Other Liabilities on the Consolidated Balance Sheets. Off-balance sheet exposures consist of unused lines of credit, the unused portion of construction loans and commitments to originate loans. The following tables present the activity in the ACL for off-balance sheet exposures for the three and six months ended June 30, 2026 and 2025:
| Off-balance sheet exposures | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||
| Provision for credit losses | ||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||
As of June 30, 2026, there were six collateral dependent loans totaling $
The Bank evaluates collectability based on payment activity and other factors. The Bank uses a graded loan rating system as a means of identifying potential problem loans, as follows:
Pass
Loans in these categories are performing as expected with low to average risk.
Special Mention
Loans in this category are internally designated by management as “watch loans.” These loans are starting to show signs of potential weakness and are closely monitored by management.
Substandard
Loans in this category are internally designated by management as “substandard.” Generally, a loan is considered substandard if it is inadequately protected by the paying capacity of the obligors or the current net worth of the collateral pledged. Substandard loans present a distinct possibility that the Bank will sustain losses if such weaknesses are not corrected.
Doubtful
Loans classified as doubtful have all the weaknesses inherent in those designated as “substandard” with the added characteristic that the weaknesses may make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
On an annual basis, or more often if needed, the Bank formally reviews the ratings on commercial loans. In addition, the Bank performs an independent review of a significant portion of the commercial loan portfolio. Management uses the results of the independent review as part of its annual review process.
The following tables present the credit risk profile of the Company's loan portfolio based on risk rating category and year of origination as of June 30, 2026 and December 31, 2025.
| As of June 30, 2026 | ||||||||||||||||||||||||||||||||||||
| Term loans amortized cost basis by origination year | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term loans amortized cost basis | Total | ||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
| 1-4 family residential | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total 1-4 family residential | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||||||||||||||
| Pass | $ | |||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total multi-family | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Pass | $ | |||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total commercial | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||||||
| Pass | $ | |||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total construction | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | $ | |||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total consumer | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Term loans amortized cost basis by origination year | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving loans amortized cost basis | Revolving loans converted to term loans amortized cost basis | Total | ||||||||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||||||||
| 1-4 family residential | ||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total 1-4 family residential | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total multi-family | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total commercial | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total construction | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total consumer | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||
| Special Mention | ||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||
| Current year-to-date gross write-offs | ||||||||||||||||||||||||||||||||||||
The aging of the Bank’s loan portfolio as of June 30, 2026 and December 31, 2025, is as follows:
| 31-89 Days Past Due and Accruing | Greater than 90 Days Past Due and Accruing | Non-Accrual | Total Past Due and Non-Accrual | Current | Total Loan Balance | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||||||
| 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||
| 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||
| Consumer | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following table presents the amortized cost basis of loans on nonaccrual status recorded at June 30, 2026 and December 31, 2025. There was no interest recognized on non-accrual loans for the six months ended June 30, 2026 and 2025.
| June 30, 2026 | December 31, 2025 | January 1, 2025 | ||||||||||||||||||||||
| Nonaccrual with no Allowance for Credit Losses | Total Nonaccrual | Nonaccrual with no Allowance for Credit Losses | Total Nonaccrual | Nonaccrual with no Allowance for Credit Losses | Total Nonaccrual | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| First mortgage loans | ||||||||||||||||||||||||
| 1-4 family residential | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||
| Commercial | ||||||||||||||||||||||||
| Construction | ||||||||||||||||||||||||
| Consumer loans | ||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The Bank may modify loans to borrowers experiencing financial difficulty by providing modifications to repayment terms; more specifically, modifications to loan interest rates. Management performs an analysis at the time of loan modification. Any reserve required is recorded through a provision to the allowance for credit losses on loans. There were
Note 4: Deposits
As of June 30, 2026 the scheduled maturities of time deposits are as follows:
| For the 12 months ended | ||||
| June 30, | Amount | |||
| (Dollars in thousands) | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 and beyond | ||||
| Total | $ | |||
In the normal course of business, deposit accounts are held by directors and executive officers of the Company and the Bank (related parties). The terms for these accounts, including interest rates, fees, and other attributes, are similar to those prevailing for comparable transactions with other customers and do not involve more than the normal level of risk associated with deposit accounts. At June 30, 2026 and December 31, 2025, total deposits held by directors and officers of the Company and the Bank were $
Note 5: Other Borrowings
There were
The following table shows certain information regarding our borrowings at or for the dates indicated:
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| FHLB of Chicago advances and other borrowings: | ||||||||||||||||
| Average balance outstanding | $ | $ | $ | $ | ||||||||||||
| Maximum amount outstanding at any month-end during the period | ||||||||||||||||
| Average interest rate during the period | N/A | % | N/A | % | ||||||||||||
At June 30, 2026 and December 31, 2025, the Bank had borrowing capacity from the FHLB Chicago totaling $
Additionally, at June 30, 2026 and December 31, 2025, we had a $
Note 6: Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities |
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities |
| Level 3 | Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities |
An asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at June 30, 2026 or December 31, 2025.
Securities available for sale (Recurring)
Where quoted market prices are available in an active market, securities such as U.S. Treasuries, would be classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities would be classified within Level 3 of the hierarchy.
Individually Evaluated (Nonrecurring)
Individually evaluated loans are recorded at fair value on a nonrecurring basis. The fair value of loans is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made
in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Individually evaluated loans are evaluated on a quarterly basis for additional credit losses and adjusted accordingly.
The following table presents the Bank’s assets that are measured at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2026 and December 31, 2025:
| Fair Value Measurements Using | ||||||||||||||||
| Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||
| (Dollars in thousands) | ||||||||||||||||
| June 30, 2026 | ||||||||||||||||
| Securities available-for-sale | ||||||||||||||||
| U.S. Treasury notes | $ | $ | $ | $ | ||||||||||||
| U.S. government agency obligations | ||||||||||||||||
| Municipal obligations | ||||||||||||||||
| Mortgage-backed residential obligations | ||||||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Securities available-for-sale | ||||||||||||||||
| U.S. Treasuries | $ | $ | $ | $ | ||||||||||||
| U.S. government agency obligations | ||||||||||||||||
| Municipal obligations | ||||||||||||||||
| Mortgage-backed residential obligations | ||||||||||||||||
| Collateralized mortgage obligations | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Bank may be required, from time to time, to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with accounting principles generally accepted in the United States of America. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. There were
Note 7: Fair Value of Financial Instruments
Financial instruments are classified within the fair value hierarchy using the methodologies described in Note 6 – Fair Value Measurements. The following disclosures include financial instruments that are not carried at fair value on the Consolidated Balance Sheets. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.
Certain financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The carrying value of these financial instruments assumes to approximate the fair value of these instruments. These instruments include cash and cash equivalents, non-interest bearing deposit accounts, time deposits with other financial institutions, FHLB stock, escrow deposits and accrued interest receivable and payable.
| Carrying | Estimated | |||||||||||||||||||
| Amount | Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Loans, net | $ | $ | $ | $ | $ | |||||||||||||||
| Loans held for sale | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Interest-bearing deposits | $ | $ | $ | $ | $ | |||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||
| Loans, net | $ | $ | $ | $ | $ | |||||||||||||||
| Loans held for sale | ||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||
| Interest-bearing deposits | $ | $ | $ | $ | $ | |||||||||||||||
Note 8: Capital Ratios
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under accounting principles generally accepted in the United States of America, regulatory reporting requirements and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulatory reporting standards to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, common equity Tier 1 capital to total risk-weighted assets and of Tier I capital to average assets, as such individual components and calculations are defined by related standards.
As of June 30, 2026 the most recent notification from the regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification which management believes have changed the Bank’s category. On November 13, 2019, the federal regulators finalized and adopted a regulatory capital rule establishing a new community bank leverage ratio (“CBLR”), which became effective on January 1, 2020. The intent of CBLR is to provide a simple alternative measure of capital adequacy for electing qualifying depository institutions and depository institution holding companies, as directed under the Economic Growth, Relief, and Consumer Protection Act. The CBLR is the ratio of a bank's tangible Tier 1 equity capital to average total consolidated assets and has been set by the regulators at 9%. However, in November 2025, the OCC and the FDIC jointly issued a proposal to reduce the minimum leverage ratio for opting-in banks from 9% to 8%, effective July 1, 2026. Institutions with capital complying with the ratio and otherwise meeting the specified requirements and electing the alternative framework are considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. A qualifying institution may opt in and out of the CBLR framework on its quarterly call report. The CBLR option became effective January 1, 2020 and is available to institutions with assets of less than $10.0 billion that meet other specified criteria. The rule also established a two-quarter grace period for a qualifying institution whose leverage ratio falls below the 9% requirement so long as the bank maintains a leverage ratio of 7% or greater. A qualifying community bank that exercises the election and has capital equal to or exceeding the applicable percentage is considered compliant with all applicable regulatory capital requirements. Qualifying institutions may elect to utilize the CBLR in lieu of the generally applicable risk-based capital requirements. The Bank elected to begin using CBLR for the first quarter of 2020.
The Bank’s actual capital amounts and ratios as of June 30, 2026 and December 31, 2025, are presented below:
| Minimum Required to be | ||||||||||||||||
| Actual | Well-Capitalized (1) | |||||||||||||||
| Amount | Ratio | Amount | Ratio | |||||||||||||
| As of June 30, 2026 | (Dollars in thousands) | |||||||||||||||
| Tier 1 capital (to Average Assets) | $ | % | $ | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Tier 1 capital (to Average Assets) | $ | % | $ | |||||||||||||
(1) As defined by regulatory agencies. Failure to exceed the leverage ratio thresholds required under CBLR in the future, subject to any applicable grace period, would require the Bank to return to the risk-based capital ratio thresholds previously utilized under the fully phased-in Basel III Capital Rules to determine capital adequacy.
Note 9: Commitments and Contingencies
In the ordinary course of business, the Bank has various commitments and contingent liabilities that are not reflected in the accompanying financial statements. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the financial position of the Bank.
Financial Instruments
The Bank does not engage in the use of interest rate swaps or futures, forwards or option contracts.
At June 30, 2026 and December 31, 2025, unused lines of credit and outstanding commitments to originate loans were as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Unused line of credit | $ | $ | ||||||
| Commitments to originate loans | ||||||||
| Total commitments | $ | $ | ||||||
Concentrations of Credit Risk
The Bank generally originates single-family residential loans within its primary lending area. These loans are secured by the underlying properties.
The Bank maintains its cash in deposit accounts at the Federal Reserve Bank or other institutions, the balances of which may exceed federally insured limits. The Bank has not experienced any losses in such accounts. The Bank believes it is not exposed to any significant credit risk on cash and cash equivalents.
Interest Rate Risk
The Bank assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, fair values of its financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Bank. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the overall interest rate risk.
Litigation
Due to the nature of its business activities, the Bank is at times subject to legal action which arises in the normal course of business. In the opinion of management, the ultimate resolution of these matters is not expected to have a material effect on the financial position or results of operations of the Bank.
Basic EPS represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that should then share in the earnings of the entity. Diluted EPS is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents.
There were
| Three Months Ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Income in thousands) | (Income in thousands) | |||||||||||||||
| Net loss applicable to common shares | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Average number of common shares outstanding | ||||||||||||||||
| Less: Average unallocated ESOP shares | ||||||||||||||||
| Average number of common shares outstanding used to calculate basic loss per common share | ||||||||||||||||
| Loss per common share basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS. Due to the net loss position, all outstanding share option awards are anti-dilutive and excluded from the computation of diluted earnings per share.
Note 11: Stock Based Compensation
ESOP
Employees participate in an Employee Stock Ownership Plan ("ESOP"). The ESOP borrowed funds from the Company to purchase
There were
Shares held by the ESOP were as follows:
| As of June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Dollars in thousands) | ||||||||
| Shares allocated | ||||||||
| Shares committed for allocation | ||||||||
| Shares distributed to plan participants | ( | ) | ( | ) | ||||
| Unallocated | ||||||||
| Total ESOP shares | ||||||||
| Fair value of unearned shares as of June 30, 2026 and 2025, respectively | $ | $ | ||||||
Fair value of unearned shares is based on a stock price of $
Equity Incentive Plan
At the Company's annual meeting of stockholders held on May 24, 2023, stockholders approved the NSTS Bancorp, Inc. 2023 Equity Incentive Plan (“2023 Equity Plan”), which provides for the granting of up to
Stock options granted under the 2023 Equity Plan generally vest in equal annual installments over a service period of years beginning on the date of grant. The vesting of the options accelerates upon death, disability or following a change in control of the Company. Stock options are generally granted at an exercise price equal to the fair value of the Company’s common stock on the grant date based on the closing market price of the Company's common stock on the date of grant, and have an expiration period of years. As of June 30, 2026, the Company has
The Company recognizes compensation expense for the fair values of these awards, which have graded vesting, on a straight-line basis over the requisite service period of the awards. Upon exercise of vested options, management expects to first draw on treasury stock as the source for shares.
The following is a summary of the Company's stock option activity and related information for the periods presented.
| Stock Option | Shares | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | |||||||||
| Outstanding at March 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||
| Exercisable - End of Period | ||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited | ||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||
| Exercisable - End of Period | ||||||||||||
| Stock Option | Shares | Weighted Average Exercise Price | Aggregate Intrinsic Value (1) | |||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Outstanding at June 30, 2025 | $ | $ | ||||||||||
| Exercisable - End of Period | ||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Forfeited | ||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||
| Exercisable - End of Period | ||||||||||||
(1) Dollars in thousands. The aggregate intrinsic value of outstanding and exercisable options at June 30, 2026 and 2025 were calculated based on the closing market price of the Company's common stock of June 30, 2026 and 2025 of $
Expected future expense relating to the non-vested options outstanding as of June 30, 2026 is $
Restricted shares granted under the 2023 Equity Plan generally vest in equal annual installments over a service period of years beginning on the date of grant. The vesting of the awards accelerates upon death, disability or following a change in control of the Company. The product of the number of shares granted and the grant date closing market price of the Company’s common stock determines the fair value of restricted shares under the 2023 Equity Plan. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period.
As of June 30, 2026, the Company has
The following is a summary of the status of the Company's restricted shares as of and for the periods presented.
| Restricted Stock | Shares | Weighted Average Grant Date Fair Value | ||||||
| Non-vested balance as of March 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Non-vested balance as of June 30, 2025 | $ | |||||||
| Non-vested balance as of March 31, 2026 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Non-vested balance as of June 30, 2026 | $ | |||||||
| Restricted Stock | Shares | Weighted Average Grant Date Fair Value | ||||||
| Non-vested balance as of December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Non-vested balance as of June 30, 2025 | $ | |||||||
| Non-vested balance as of December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Non-vested balance as of June 30, 2026 | $ | |||||||
Expected future expense related to the non-vested restricted shares outstanding as of period end is $
The following table presents the stock based compensation expense for the periods presented. On April 7, 2026, the Bank's President and CEO, Mr. Nathan Walker, passed away. Due to the passing of Mr. Walker, stock options to purchase
| Three Months Ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Dollars in thousands) | (Dollars in thousands) | |||||||||||||||
| Stock option expense | $ | $ | $ | $ | ||||||||||||
| Restricted stock expense | ||||||||||||||||
| Total stock based compensation expense | $ | $ | $ | $ | ||||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This section is intended to assist in the understanding of our financial performance through a discussion of our financial condition as of June 30, 2026 and as compared to our financial condition as of December 31, 2025, and our results of operations for the three and six months ended June 30, 2026 and 2025. This section should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Forward-Looking Statements
This filing contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:
| ● |
statements of our goals, intentions and expectations; |
| ● |
statements regarding our business plans, prospects, growth and operating strategies; |
| ● |
statements regarding the quality of our loan and investment portfolios; and |
| ● |
estimates of our risks and future costs and benefits. |
These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| ● |
the Merger may not close in a timely manner or at all because required regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Merger), which may adversely affect the Company’s business and the price of the Company’s common stock; |
| ● |
the outcome of any legal proceeding that may be instituted against the Company related to the Merger Agreement or the Merger; |
| ● |
the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement; |
|
|
● |
the announcement or pendency of the Merger could adversely affect the Company’s business relationships, results of operations, employees and business generally; |
|
|
● |
the proposed Merger may disrupt current plans and operations of the Company and cause difficulties in the Company's employee retention; |
|
|
● |
the proposed Merger may divert management’s attention from the Company’s ongoing business operations; |
|
|
● |
the amount of unexpected costs, fees, expenses and other charges related to the Merger; |
|
|
● |
general economic conditions, either nationally or in our market areas, that are different than expected; |
| ● |
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; |
| ● |
fluctuations in real estate values and both residential and commercial real estate market conditions; |
|
|
● |
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; |
| ● |
our ability to manage our liquidity and to access cost-effective funding, including significant fluctuations in our deposit accounts; |
| ● |
major catastrophes such as tornadoes, floods or other natural disasters, 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 and our customers and other constituencies; |
| ● |
further data processing and other technological changes that may be more difficult or expensive than expected; |
| ● |
success or consummation of new business initiatives may be more difficult or expensive than expected; |
| ● |
interruptions involving information technology and communications systems of service providers; |
| ● |
breaches or failures of information security controls or cyber-related incidents; |
| ● |
demand for loans and deposits in our market area; |
| ● |
our ability to continue to implement our business strategies; |
| ● |
competition among depository and other financial institutions; |
| ● |
adverse changes in the securities markets; |
| ● |
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; |
| ● |
our ability to manage market risk, credit risk and operational risk in the current economic conditions; |
| ● |
our ability to enter new markets successfully and capitalize on growth opportunities; |
| ● |
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; |
| ● |
changes in consumer spending, borrowing and savings habits; |
| ● |
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
| ● |
our ability to hire and retain key employees and our reliance on our executive officers; and |
| ● |
our compensation expense associated with equity allocated or awarded to our employees. |
Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
General
On January 18, 2022, NSTS Bancorp, Inc. (“the Company”) became the holding company for North Shore Trust and Savings (“the Bank”) when North Shore MHC completed its conversion into the stock holding company form of organization. Shares of the Company's common stock began trading on January 19, 2022 on the Nasdaq Capital Market under the trading symbol “NSTS.”
NSTS Bancorp, Inc.
NSTS Bancorp, Inc. is a Delaware corporation which was incorporated in September 2021. As a savings and loan holding company, NSTS Bancorp, Inc. is regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). The Company’s primary business activities relate to owning all of the outstanding shares of capital stock of the Bank.
The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with NSTS Bancorp, Inc.'s Consolidated Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
North Shore Trust and Savings
North Shore Trust and Savings, a federally-chartered stock savings institution, was established in 1921 as North Shore Building and Loan, an Illinois-chartered institution. The Bank is a wholly owned subsidiary of NSTS Bancorp, Inc., and operates as a traditional savings institution focused primarily on serving the banking needs of customers in our market area of Lake County, Illinois and adjacent communities. We operate from our headquarters and main banking office in Waukegan, Illinois, as well as two additional full-service branch offices located in Waukegan and Lindenhurst, Illinois. Our primary business activity is attracting deposits from the general public and using those funds to originate one- to four-family residential mortgage loans and purchase investments. We are subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency (the “OCC”).
Our Business and Franchise
For over 100 years, we have served Lake County, Illinois and the surrounding communities. We have established deep ties to the community and developed customer relationships which have spanned generations. We pride ourselves in matching our products and services to the needs of the community.
North Shore Trust and Savings is primarily engaged in attracting deposits from the general public and using those funds to invest in loans and securities. Our principal sources of funds are customer deposits, repayments of loans, maturities of investments and funds borrowed from outside sources such as the Federal Home Loan
Bank of Chicago (“FHLB”). These funds are primarily used for the origination of loans, including one- to four-family residential first mortgage loans, commercial real estate mortgage loans, multi-family residential mortgage loans, one- to four- family residential construction loans and consumer loans. North Shore Trust and Savings derives its income principally from interest earned on loans and investment securities, the gain on sale of mortgage loans sold into the secondary mortgage market, and, to a lesser extent, from fees received in connection with the origination of loans, service charges on deposit accounts and for other services. We invest in bank owned life insurance (“BOLI”) to provide us with a funding source for our benefit plan obligations. BOLI also generally provides us noninterest income that is non-taxable. North Shore Trust and Savings’ primary expenses are interest expense on deposits and borrowings and general operating expenses.
Proposed Merger with Brookfield Bancshares, Inc.
As previously disclosed, on May 12, 2026, Brookfield Bancshares, Inc. ("Parent") and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which (1) the Company will merge with and into a newly formed Delaware corporation and wholly owned subsidiary of Parent, BRKD Merger Sub Inc. ("Parent Merger Sub"), with the Company as the surviving corporation (the "Merger') and (2) immediately following the Merger, the Company will be merged with and into Parent, with Parent surviving the merger (the "Second Merger"). Following the Second Merger, the Bank will become a wholly owned subsidiary of Parent. The Bank will continue to operate under its existing name and federal savings association charter as a subsidiary of Parent.
Under the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, of the Company (“Company Stock”) that is issued and outstanding at the effective time of the Merger (the “Effective Time”), will be converted into the right to receive cash in an aggregate amount equal to $73,662,000 (the “Merger Consideration”), or approximately $14.28 per share of outstanding Company Stock, calculated based on fully diluted shares net of ESOP shares repurchased upon the repayment of the loan. In addition, all shares of restricted stock of the Company granted under the NSTS Bancorp, Inc. 2023 Equity Incentive Plan (the “Plan”), whether or not vested, will vest at the Effective Time and be entitled to receive the Merger Consideration. All stock options granted under the Plan, whether or not vested, will vest at the Effective Time and be entitled to receive a cash payment equal to the difference between the option’s exercise price and the per share Merger Consideration, to be paid out of the aggregate Merger Consideration.
Consummation of the Merger is subject to certain conditions, including, among others, approval of the Merger and the Merger Agreement by the Company’s stockholders, the receipt of all required regulatory approvals and expiration of applicable waiting periods, accuracy of specified representations and warranties of each party, the performance in all material respects by each party of its obligations under the Merger Agreement, and the absence of any injunctions or other legal restraints. The transaction is anticipated to close in the fourth quarter of 2026.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated unaudited interim financial statements for the three and six months ended June 30, 2026 and 2025, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results could differ from these estimates.
Of the significant accounting policies used in the preparation of our consolidated financial statements, we have identified certain items as critical accounting policies based on the associated estimates, assumptions, judgments and complexity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Overview
This discussion is intended to focus on certain financial information regarding our consolidated company and may not contain all the information that is important to the reader. The purpose of this discussion is to provide the reader with a more thorough understanding of our financial statements. As such, this discussion should be read carefully and in conjunction with the consolidated financial statements and accompanying notes contained elsewhere in this report.
Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for credit losses, fee income and other noninterest income and noninterest expense. Noninterest expense principally consists of compensation, office occupancy and equipment expense, data processing, advertising and business promotion and other expenses. We expect that our noninterest expenses will increase as we grow and expand our operations. Our results of operations and financial condition are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, changes in accounting guidance, government policies and actions of regulatory authorities.
Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances. The table also reflects the yields on the Company’s interest-earning assets and costs of interest-bearing liabilities for the periods shown.
| For the Three Months Ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Average |
Average |
|||||||||||||||||||||||
| Outstanding |
Average Yield/ |
Outstanding |
Average Yield/ |
|||||||||||||||||||||
| Balance |
Interest |
Rate |
Balance |
Interest |
Rate |
|||||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans, net |
$ | 129,250 | $ | 1,657 | 5.13 | % | $ | 134,937 | $ | 1,793 | 5.32 | % | ||||||||||||
| Federal funds sold and interest-bearing deposits in other banks |
44,787 | 362 | 3.23 | % | 54,257 | 522 | 3.85 | % | ||||||||||||||||
| Time deposits with other financial institutions |
761 | 9 | 4.73 | % | 1,494 | 18 | 4.82 | % | ||||||||||||||||
| Securities available for sale |
75,908 | 459 | 2.42 | % | 69,423 | 396 | 2.28 | % | ||||||||||||||||
| FHLB stock |
605 | 5 | 3.31 | % | 605 | 9 | 5.95 | % | ||||||||||||||||
| Total interest-earning assets |
251,311 | $ | 2,492 | 3.97 | % | 260,716 | $ | 2,738 | 4.20 | % | ||||||||||||||
| Noninterest-earning assets |
18,896 | 19,757 | ||||||||||||||||||||||
| Total assets |
$ | 270,207 | $ | 280,473 | ||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand |
$ | 14,684 | $ | 2 | 0.05 | % | $ | 17,385 | $ | 2 | 0.05 | % | ||||||||||||
| Money market |
25,856 | 41 | 0.63 | % | 28,139 | 44 | 0.63 | % | ||||||||||||||||
| Savings |
37,402 | 14 | 0.15 | % | 41,880 | 16 | 0.15 | % | ||||||||||||||||
| Time deposits |
91,680 | 689 | 3.01 | % | 92,921 | 815 | 3.51 | % | ||||||||||||||||
| Total interest-bearing deposits |
$ | 169,622 | $ | 746 | 1.76 | % | $ | 180,325 | $ | 877 | 1.95 | % | ||||||||||||
| Other borrowings |
— | — | N/A | 4,396 | 53 | 4.82 | % | |||||||||||||||||
| Total interest-bearing liabilities |
169,622 | $ | 746 | 1.76 | % | 184,721 | $ | 930 | 2.01 | % | ||||||||||||||
| Noninterest-bearing liabilities |
20,424 | 18,574 | ||||||||||||||||||||||
| Total liabilities |
$ | 190,046 | $ | 203,295 | ||||||||||||||||||||
| Equity |
80,161 | 77,178 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 270,207 | $ | 280,473 | ||||||||||||||||||||
| Net interest income |
$ | 1,746 | $ | 1,808 | ||||||||||||||||||||
| Interest rate spread(1) |
2.21 | % | 2.19 | % | ||||||||||||||||||||
| Net interest-earning assets(2) |
$ | 81,689 | $ | 75,995 | ||||||||||||||||||||
| Net interest margin(3) |
2.78 | % | 2.77 | % | ||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
148.16 | % | 141.14 | % | ||||||||||||||||||||
| (1) |
Equals the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. |
| (2) |
Equals total interest-earning assets less total interest-bearing liabilities. |
| (3) |
Equals net interest income divided by average interest-earning assets. |
| For the Six Months Ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Average |
Average |
|||||||||||||||||||||||
| Outstanding |
Average Yield/ |
Outstanding |
Average Yield/ |
|||||||||||||||||||||
| Balance |
Interest |
Rate |
Balance |
Interest |
Rate |
|||||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Loans, net |
$ | 131,201 | $ | 3,475 | 5.30 | % | $ | 134,423 | $ | 3,593 | 5.35 | % | ||||||||||||
| Federal funds sold and interest-bearing deposits in other banks |
40,323 | 647 | 3.21 | % | 53,652 | 1,030 | 3.84 | % | ||||||||||||||||
| Time deposits with other financial institutions |
905 | 20 | 4.42 | % | 1,494 | 36 | 4.82 | % | ||||||||||||||||
| Securities available for sale |
77,067 | 924 | 2.40 | % | 70,156 | 811 | 2.31 | % | ||||||||||||||||
| FHLB stock |
605 | 11 | 3.64 | % | 595 | 18 | 6.05 | % | ||||||||||||||||
| Total interest-earning assets |
250,101 | $ | 5,077 | 4.06 | % | 260,320 | $ | 5,488 | 4.22 | % | ||||||||||||||
| Noninterest-earning assets |
18,934 | 19,973 | ||||||||||||||||||||||
| Total assets |
$ | 269,035 | $ | 280,293 | ||||||||||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Interest-bearing demand |
$ | 14,295 | $ | 4 | 0.06 | % | $ | 17,044 | $ | 4 | 0.05 | % | ||||||||||||
| Money market |
26,324 | 83 | 0.63 | % | 28,529 | 89 | 0.62 | % | ||||||||||||||||
| Savings |
37,278 | 28 | 0.15 | % | 41,892 | 31 | 0.15 | % | ||||||||||||||||
| Time deposits |
90,821 | 1,359 | 2.99 | % | 92,264 | 1,612 | 3.49 | % | ||||||||||||||||
| Total interest-bearing deposits |
$ | 168,718 | $ | 1,474 | 1.75 | % | $ | 179,729 | $ | 1,736 | 1.93 | % | ||||||||||||
| Other borrowings |
— | — | N/A | 4,696 | 113 | 4.81 | % | |||||||||||||||||
| Total interest-bearing liabilities |
168,718 | $ | 1,474 | 1.75 | % | 184,425 | $ | 1,849 | 2.01 | % | ||||||||||||||
| Noninterest-bearing liabilities |
20,122 | 18,978 | ||||||||||||||||||||||
| Total liabilities |
$ | 188,840 | $ | 203,403 | ||||||||||||||||||||
| Equity |
80,195 | 76,890 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 269,035 | $ | 280,293 | ||||||||||||||||||||
| Net interest income |
$ | 3,603 | $ | 3,639 | ||||||||||||||||||||
| Interest rate spread(1) |
2.31 | % | 2.20 | % | ||||||||||||||||||||
| Net interest-earning assets(2) |
$ | 81,383 | $ | 75,895 | ||||||||||||||||||||
| Net interest margin(3) |
2.88 | % | 2.80 | % | ||||||||||||||||||||
| Average interest-earning assets to average-interest bearing liabilities |
148.24 | % | 141.15 | % | ||||||||||||||||||||
| (1) |
Equals the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities. |
| (2) |
Equals total interest-earning assets less total interest-bearing liabilities. |
| (3) |
Equals net interest income divided by average interest-earning assets. |
COMPARISON OF OPERATING RESULTS FOR THE three and six months ended June 30, 2026 and 2025
General. During the quarter ended June 30, 2026, the Company announced three major events which resulted in additional non-interest expenses, as well as the receipt of non-interest income. On April 7, 2026, the Bank's President and CEO, Mr. Nathan Walker, passed away. Due to the passing of Mr. Walker, stock options to purchase 51,000 shares of the Company's common stock and 20,400 shares of restricted stock previously awarded to Mr. Walker under the 2023 Equity Plan vested during the quarter ended June 30, 2026, pursuant to the terms of the 2023 Equity Plan. The early vesting of the stock options and restricted stock awards resulted in an additional expense of $134,000 and $141,000, respectively, during the quarter ended June 30, 2026. Additionally, the Bank received a BOLI death benefit payout, which resulted in $918,000 non-interest income and $5,000 interest income during the quarter.
On May 12, 2026, the Company entered into the Merger Agreement, pursuant to which the Bank will become a wholly-owned subsidiary of Brookfield Bancshares, Inc. Refer to the above section titled "Proposed Merger with Brookfield Bancshares, Inc." for additional information. Merger transaction related expenses totaling $611,000 for the three months ended June 30, 2026, and $658,000 for the six months ended June 30, 2026, were recorded. These transaction expenses include fees and expenses for legal and accounting services, as well as financial advisory services which included the receipt of a fairness opinion in connection with the proposed transaction.
As part of the proposed merger transaction, the parties agreed that, on or prior to the closing of the merger, the Bank would divest of its mortgage lending division, Oak Leaf Community Mortgage ("OLCM"), which operated in three locations in the north and western suburbs of Chicago. Accordingly, on June 1, 2026, the Bank divested OLCM. The Bank incurred non-interest expenses totaling $42,000, including severance pay and fees for legal services, during the three and six months ended June 30, 2026, in connection with the divestiture. Additionally, the Bank received $17,000 in non-interest income as a result of the transfer of certain assets utilized by OLCM, including certain real estate leases, third party vendor contracts, trademark rights and other information technology assets to an unaffiliated national mortgage lender. A substantial majority of the 16 OLCM employees were hired by that mortgage lender.
For the quarter ended June 30, 2026, we had a net loss of $204,000, compared to a net loss of $258,000 for the quarter ended June 30, 2025. For the six months ended June 30, 2026, we had a net loss of $243,000, compared to a net loss of $586,000 for the six months ended June 30, 2025. The decreases in net loss are due to an increase in noninterest income related to the BOLI death benefit, which was partially offset by the increase in non-interest expenses, specifically the salaries and employee benefits associated with the vesting of Mr. Walker's restricted stock awards and stock options, and the merger related transaction expenses.
Net Interest Income. Net interest income decreased $62,000, to $1.7 million for quarter ended June 30, 2026. Our interest rate spread increased to 2.21% for the quarter ended June 30, 2026 from 2.19% for the quarter ended June 30, 2025. Our net interest margin increased slightly to 2.78% for the quarter ended June 30, 2026 compared to 2.77% for the quarter ended June 30, 2025. The slight increase in interest rate spread and margin is driven by a modest reduction of higher cost other borrowings.
Average interest-earning assets of $251.3 million for the quarter ended June 30, 2026 decreased $9.4 million compared to $260.7 million for the quarter ended June 30, 2025. The decrease in average earning assets was driven by a decrease in interest-bearing deposits at other banks, resulting from a decrease in average deposit balances and other borrowings during the period. The average outstanding balance of loans, net decreased, from $134.9 million for the quarter ended June 30, 2025, to $129.3 million for the quarter ended June 30, 2026. The average yield earned on those loans outstanding decreased 19 basis points to 5.13% for the quarter ended June 30, 2026. This decrease is driven by the reversal of accrued interest on four loans that were moved to non-accrual during the period.
The cost of interest-bearing liabilities decreased 25 basis points for the quarter ended June 30, 2026 compared to the quarter ended June 30, 2025. This shift is primarily attributable to higher rates offered on time deposits that ran through 2025 and into 2026. Many of the matured time deposits originated during this period were renewed at lower offering rates. Additionally the reduction is due to the bank having no other borrowings outstanding for the quarter ended June 30, 2026, compared to an average balance of $4.4 million outstanding during the quarter ended June 30, 2025.
Net interest income decreased $36,000, to $3.6 million for six months ended June 30, 2026. Our interest rate spread increased to 2.31% for the six months ended June 30, 2026 from 2.20% for the six months ended June 30, 2025. Our net interest margin increased to 2.88% for the six months ended June 30, 2026 compared to 2.80% for the six months ended June 30, 2025. The increase in interest rate spread and margin is driven by a reduction of higher cost other borrowings.
Average interest-earning assets of $250.1 million for the six months ended June 30, 2026 decreased $10.2 million compared to $260.3 million for the six months ended June 30, 2025. The decrease in average earning assets was driven by a decrease in interest-bearing deposits at other banks, resulting from a decrease in average deposit balances and other borrowings during the period. The average outstanding balance of loans, net decreased, from $134.4 million for the six months ended June 30, 2025, to $131.2 million for the six months ended June 30, 2026. The average yield earned on those loans outstanding decreased five basis points to 5.30% for the six months ended June 30, 2026. This decrease is driven by the reversal of accrued interest on four loans that were moved to non-accrual during the period.
The cost of interest-bearing liabilities decreased 26 basis points for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This shift is primarily attributable to higher rates offered on time deposits that ran through 2025 and into 2026. Many of the matured time deposits originated during this period were renewed at lower offering rates. Additionally the reduction is due to the bank having no other borrowings outstanding for the six months ended June 30, 2026, compared to an average balance of $4.7 million outstanding during the six months ended June 30, 2025.
Provision for Credit Losses. During the quarter ended June 30, 2026, we recorded a provision for credit losses of $1,000 comprised of a $1,000 provision for credit losses related to unfunded commitments. During the quarter ended June 30, 2025, we recorded a provision for credit losses of $57,000, comprised of a $44,000 provision for credit losses on loans and $13,000 in provision for credit losses related to unfunded commitments, including loans committed for origination. During the six months ended June 30, 2026, we recorded a reversal of provision for credit losses of $25,000 comprised of a $33,000 reversal of provision for credit losses on loans and $7,000 of provision for credit losses related to unfunded commitments. During the six months ended June 30, 2025, we recorded a provision for credit losses of $20,000, comprised of a $1,000 reversal of provision for credit losses on loans and $21,000 in provision for credit losses related to unfunded commitments, including loans committed for origination.
We will continue to assess and evaluate the estimated future credit loss impact of current market conditions in subsequent reporting periods, which will be highly dependent on credit quality, macroeconomic forecasts and conditions, as well as the composition of our loan and available-for-sale securities portfolios.
Noninterest Income. The following table shows the components of noninterest income for the periods presented.
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| Noninterest income: |
2026 |
2025 |
2026 |
2025 |
||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| Gain on sale of mortgage loans |
$ | 366 | $ | 507 | $ | 841 | $ | 696 | ||||||||
| Rental income on office building |
16 | 16 | 32 | 32 | ||||||||||||
| Service charges on deposits |
65 | 64 | 124 | 123 | ||||||||||||
| BOLI death benefit |
918 | — | 918 | — | ||||||||||||
| Increase in cash surrender value of BOLI |
58 | 57 | 118 | 113 | ||||||||||||
| Other |
70 | 91 | 115 | 105 | ||||||||||||
| Total noninterest income |
$ | 1,493 | $ | 735 | $ | 2,148 | $ | 1,069 | ||||||||
For the quarter ended June 30, 2026 compared to the same period ended June 30, 2025, noninterest income increased $758,000 to $1.5 million. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, noninterest income increased $1.1 million to $2.1 million. The increase is primarily driven by the BOLI death benefit received during the three and six months ended June 30, 2026 in relation to the passing of Mr. Walker. Additionally, during the three months ended June 30, 2026, the gain on sale of mortgage loans decreased in comparison to the three months ended June 30, 2025. The decrease was driven by the reduction in loan originations and loan staff during the three months ended June 30, 2026 as a result of the OLCM divestiture during the period. During the six months ended June 30, 2026, the gain on sale of mortgage loans increased in comparison to the same period ended June 30, 2025, which was driven by an increase in mortgage loans sold to other community banks, primarily during the first three months of 2026.
Noninterest Expense. The following table shows the components of noninterest expense for the periods presented.
| Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
| Noninterest expense: |
2026 |
2025 |
2026 |
2025 |
||||||||||||
| (Dollars in thousands) |
||||||||||||||||
| Salaries and employee benefits |
$ | 1,772 | $ | 1,642 | $ | 3,383 | $ | 3,175 | ||||||||
| Transaction expenses |
611 | — | 658 | — | ||||||||||||
| Equipment and occupancy |
195 | 210 | 433 | 434 | ||||||||||||
| Data processing |
256 | 233 | 514 | 455 | ||||||||||||
| Professional services |
214 | 180 | 256 | 316 | ||||||||||||
| Advertising |
20 | 39 | 44 | 81 | ||||||||||||
| Supervisory fees and assessments |
33 | 42 | 66 | 80 | ||||||||||||
| Loan expenses |
57 | 79 | 124 | 171 | ||||||||||||
| Deposit expenses |
70 | 107 | 128 | 175 | ||||||||||||
| Director fees |
55 | 51 | 111 | 99 | ||||||||||||
| Other |
159 | 161 | 302 | 288 | ||||||||||||
| Total noninterest expense |
$ | 3,442 | $ | 2,744 | $ | 6,019 | $ | 5,274 | ||||||||
Noninterest expenses increased $698,000 for the quarter ended June 30, 2026, compared to the quarter ended June 30, 2025. Noninterest expenses increased $745,000 for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increases in noninterest expenses were primarily driven by the merger related transaction expenses incurred during the period. Additionally, salaries and employee benefits increased as a result of the vesting of the restricted stock awards and stock options related to the passing of Mr. Walker. There was a partial offset to the increase in salaries and employee benefits as a result of the departure of many of the OLCM employees, primarily on June 1, 2026. During the six months ended June 30, 2025, the Bank experienced an ATM loss of $40,000 due to a robbery, resulting in a reduction in deposit expenses for the same period ended June 30, 2026. Data processing expenses increased for the three and six months ended June 30, 2026 compared to the same periods ended June 30, 2025 due to the addition of fraud monitoring software. Advertising expenses reduced during both the three and six months ended June 30, 2026 compared to the same periods ended June 30, 2025 as less advertising for OLCM was undertaken in 2026 with the divestiture of OLCM.
Provision for Income Tax Expense. There was no provision for income tax expense recorded during the three and six months ended June 30, 2026 and 2025. Management estimates a taxable net loss for the year ended December 31, 2026 due to non-taxable income, such as income on tax exempt municipal securities and BOLI.
During the quarter ended June 30, 2026, management assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing net operating losses. A significant piece of objective negative evidence evaluated is the cumulative taxable loss incurred over the three-year period ended June 30, 2026. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of June 30, 2026, management maintained the valuation allowance against the federal net operating losses and net deferred tax assets to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted.
COMPARISON OF FINANCIAL CONDITION AT June 30, 2026 and December 31, 2025
| At June 30, |
At December 31, |
|||||||
| 2026 |
2025 |
|||||||
| (Dollars in thousands) |
||||||||
| Selected Consolidated Financial Condition Data: |
||||||||
| Cash and cash equivalents |
$ | 47,522 | $ | 34,042 | ||||
| Securities available for sale |
74,627 | 78,719 | ||||||
| FHLB stock |
605 | 605 | ||||||
| Loans held for sale |
1,369 | 4,459 | ||||||
| Loans, net |
126,528 | 128,635 | ||||||
| Total assets |
269,916 | 266,648 | ||||||
| Total deposits |
184,078 | 181,472 | ||||||
| Total equity |
$ | 80,121 | $ | 79,974 | ||||
Total Assets. Total assets increased $3.3 million to $269.9 million as of June 30, 2026 compared to $266.6 million at December 31, 2025. The increase was driven by an increase in cash and cash equivalents as a result of an increase in deposits.
Cash and cash equivalents. Cash and cash equivalents increased $13.5 million to $47.5 million as of June 30, 2026, from $34.0 million at December 31, 2025. The increase was driven by an increase in total deposits during the period and a reduction in loans held for sale and securities available for sale. Management continues to actively monitor our liquidity position on a daily basis and maintain levels of liquid assets deemed adequate.
Securities Available for Sale. Securities available-for-sale decreased to $74.6 million as of June 30, 2026, compared to $78.7 million at December 31, 2025. There were no purchases or sales of securities available for sale during the period. During the six months ended June 30, 2026, the Bank received principal payments and maturities of $3.6 million, recognized net premium amortization and discount accretion of $209,000 and an increase in the unrealized loss on the portfolio of $308,000.
As of June 30, 2026, the securities available for sale portfolio included an unrealized loss position of $8.4 million, or 10.1% of the total book value of the portfolio. Management monitors the portfolio for credit losses and believes that the decline in value does not presently represent realized losses and is due to market volatility and increased market interest rates. While the Bank does not currently intend to sell securities in a loss position, management may consider the opportunity to reposition the investment securities portfolio in the future.
Loans held for sale. Our loans held for sale decreased $3.1 million to $1.4 million at June 30, 2026 compared to $4.5 million at December 31, 2025. The change in loans held for sale is the result of timing of originations and sales of loans. On average, the Bank holds loans held for sale less than 30 days. The divestiture of OLCM resulted in less originations made during the three months ended June 30, 2026, resulting in less loans held for sale at the end of the quarter.
Loans, net. Our loans, net, decreased by $2.1 million to $126.5 million at June 30, 2026 compared to $128.6 million at December 31, 2025. The Bank originated $16.6 million in loans to be held in the portfolio during the six months ended June 30, 2026, transferred $5.3 million of loans to held for sale, and had loan principal payments and payoffs of $13.4 million.
As of June 30, 2026, the allowance for credit losses on loans (“ACL”) totaled $1.1 million, with a net change of approximately $33,000 during the six months ended June 30, 2026. There was minimal change in the ACL as a percentage of total loans. As of June 30, 2026, there were six loans individually assessed, of which none had credit losses identified. The Bank actively monitors the loan portfolio for signs of weakening credit quality, and believes that even with the increase in non-accrual loans as of June 30, 2026, the portfolio remains of high quality with limited credit concerns.
Deposits. Total deposits increased $2.6 million to $184.1 million at June 30, 2026 compared to $181.5 million at December 31, 2025. The increase was driven by an increase in time deposits. The Bank continues to run a 13 month time deposit special to assist in retaining the previous time deposit specials as those mature. Management continues to actively monitor the deposit balances and interest rates offered to maintain an adequate level of liquidity.
Total Equity. Total equity remained roughly flat. The increases in the unrealized loss position of the securities available for sale portfolio and the net loss were offset by an increase in additional paid in capital and a decrease in the unallocated common shares held by the ESOP. The changes in the additional paid in capital and unallocated common shares held by the ESOP were related to benefit plan expenses and commitments of allocations within the ESOP.
Asset Quality
The following table sets forth certain information with respect to our nonperforming assets. The increase in nonaccrual loans is the result of four loans moving to non-accrual during the six-months ended June 30, 2026. The Bank analyzed each of the loans moved to non-accrual and received appraisals for the underlying properties. Management believes there is no credit loss identified as of June 30, 2026.
| At June 30, |
At December 31, |
|||||||
| 2026 |
2025 |
|||||||
| (Dollars in thousands) |
||||||||
| Nonaccrual loans |
$ | 2,411 | $ | 284 | ||||
| Loans 90+ days past due and accruing |
— | — | ||||||
| Total non-performing loans |
2,411 | 284 | ||||||
| Other real estate owned, net |
— | — | ||||||
| Total non-performing assets |
$ | 2,411 | $ | 284 | ||||
| Asset Quality Ratios: (1) |
||||||||
| Non-accrual loans as a percent of total loans outstanding |
1.89 | % | 0.22 | % | ||||
| Non-performing assets as a percent of total assets |
0.89 | % | 0.11 | % | ||||
| Allowance for credit losses on loans as a percent of total loans outstanding |
0.86 | % | 0.87 | % | ||||
| Allowance for credit losses on loans as a percent of non-performing loans(2) |
45.42 | % | 397.18 | % | ||||
| Net charge-offs (recoveries) to average loans receivable |
— | % | (0.73 | )% | ||||
| (1) |
Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable. |
| (2) |
Non-performing loans consist of non-accrual loans and loans that are 90 or more days past due and still accruing. |
The allowance for credit losses on loans as a percentage of total loans was 0.86% and 0.87% as of June 30, 2026 and December 31, 2025, respectively.
Liquidity and Capital Resources
The Bank maintains levels of liquid assets deemed adequate by management. We adjust our liquidity levels to fund deposit outflows, repay our borrowings, and to fund loan commitments. We also adjust liquidity, as appropriate, to meet asset and liability management objectives.
Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB of Chicago and a $10.0 million uncommitted, unsecured line of credit with BMO Harris Bank. At June 30, 2026, we had the capacity to borrow approximately $74.0 million from the FHLB of Chicago. At June 30, 2026, we had no outstanding borrowings.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $8.4 million and $(2.0) million for the six months ended June 30, 2026 and 2025, respectively. The change was driven by a transfer of loans to loans held for sale and subsequently sold in the first half of 2026, resulting in additional cash provided by operating activities. Net cash provided by (used in) investing activities, which consists primarily of net change in loans receivable and net change in investment securities, was $2.3 million and $(1.7) million for the six months ended June 30, 2026 and 2025, respectively, with the increase in cash provided in 2026 driven by proceeds from the BOLI death benefit. Net cash provided by (used in) financing activities, consisting primarily of the activity in deposit accounts was $2.8 million and $(2.3) million for the six months ended June 30, 2026 and 2025, respectively. The change was driven by the repayment of the FHLB Advance in the six months ended June 30, 2025 that did not reoccur during the same period ended June 30, 2026.
We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Time deposits that are scheduled to mature in less than one year from June 30, 2026, totaled $68.0 million. Based on our deposit retention experience and current pricing strategy we anticipate that a significant portion of maturing time deposits will be retained. However, if a substantial portion of these deposits is not retained, we may utilize FHLB of Chicago advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
As of June 30, 2026, the Bank was well capitalized under the regulatory framework for prompt corrective action. During the year ended December 31, 2020, the Bank elected to begin using the CBLR. Under CBLR, if a qualifying depository institution or depository institution holding company elects to use such measure, such institution or holding company will be considered well capitalized if its ratio of Tier 1 capital to average total consolidated assets (i.e., leverage ratio) exceeds 9%, subject to a limited two quarter grace period, during which the leverage ratio cannot go 100 basis points below the then applicable threshold, and will not be required to calculate and report risk-based capital ratios. However, in November 2025, the OCC and the FDIC jointly issued a proposal to reduce the minimum leverage ratio for opting-in banks from 9% to 8%, effective July 1, 2026. North Shore Trust and Savings’ Tier 1 capital to Average Assets was 25.48% and 24.32% at June 30, 2026 and December 31, 2025, respectively.
Commitments. At June 30, 2026, we had $2.9 million of outstanding commitments to originate loans. Our total letters and lines of credit and unused lines of credit totaled $5.8 million at June 30, 2026. The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans at June 30, 2026.
| Total Amounts Committed at |
Amount of Commitment Expiration – Per Period |
|||||||||||||||||||
| June 30, 2026 |
To 1 Year |
1-3 Years |
4-5 Years |
After 5 Years |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||
| Unused line of credit |
$ | 5,836 | $ | 235 | $ | 298 | $ | 229 | $ | 5,074 | ||||||||||
| Commitments to originate loans |
2,875 | 2,875 | — | — | — | |||||||||||||||
| Total commitments |
$ | 8,711 | $ | 3,110 | $ | 298 | $ | 229 | $ | 5,074 | ||||||||||
Cash Obligations. The following table summarizes our cash obligations at June 30, 2026.
| Total at |
Payments Due By Period |
|||||||||||||||||||
| June 30, 2026 |
To 1 Year |
1-3 Years |
4-5 Years |
After 5 Years |
||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||
| Time deposits |
$ | 91,946 | $ | 67,964 | $ | 18,735 | $ | 5,247 | $ | — | ||||||||||
| Total contractual obligations |
$ | 91,946 | $ | 67,964 | $ | 18,735 | $ | 5,247 | $ | — | ||||||||||
Impact of Inflation and Changing Prices
The consolidated financial statements and the accompanying notes presented elsewhere in this document have been prepared in accordance with U.S. GAAP, which generally requires the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on our performance than inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Changes in Accounting Principles
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The pronouncement requires public entities to disclose additional information about specific expense categories in the notes to the financial statements. The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is assessing ASU 2024-03 and its impact on its Consolidated Financial Statements and disclosures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to provide assurance that the information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to the Company's management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
We are not presently involved in any legal proceedings of a material nature. From time to time, we are subject to various legal actions arising in the normal course of our business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition, results of operations or cash flows.
Not required for smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
During the quarter ended June 30, 2026, the Bank repurchased 8,402 shares of its common stock as a result of the net share settlement by certain employees of restricted stock awards in order to pay taxes due. The shares had a fair market value of $13.75 at the time of repurchase and were placed into treasury. There was no formal stock repurchase program in place during the three or six months ended June 30, 2026, and no additional shares were repurchased.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
| 2.1 | Agreement and Plan of Merger among Brookfield Bancshares, Inc., BRKD Merger Sub Inc. and NSTS Bancorp, Inc., dated as of May 12, 2026 (incorporated by reference to Exhibit 2.1 to Form 8-K filed on May 12, 2026)* | |
| 31.1 |
||
| 31.2 |
||
| 32.1 |
||
| 101.INS |
Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
|
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*The certification attached as Exhibit 32.1 to this quarterly report on Form 10-Q is “furnished” to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NSTS BANCORP, INC. |
||||
| Dated: August 13, 2026 |
By: |
/s/ Stephen G. Lear |
||
| Stephen G. Lear |
||||
| President and Chief Executive Officer |
||||
| (Principal Executive Officer) |
||||
| Dated: August 13, 2026 |
By: |
/s/ Carissa H. Schoolcraft |
||
| Carissa H. Schoolcraft |
||||
| Chief Financial Officer |
||||
| (Principal Financial and Accounting Officer) |
||||