Northpointe Bancshares INC 8-K Filing

Ticker: NPB · Form: 8-K · Filed: Dec 9, 2025 · CIK: 1336706

Sentiment: neutral

Filing Stats: 1,356 words · 5 min read · ~5 pages · Grade level 12.3 · Accepted 2025-12-09 16:44:52

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, Northpointe Bancshares, Inc. (the "Company") entered into a Subordinated Note Purchase Agreement (the "Purchase Agreement") with certain institutional accredited investors and qualified institutional buyers (the "Purchasers"), pursuant to which the Company sold and issued $70.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (the "Notes"). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes, together with cash on hand, to fund its redemption of the Company's outstanding 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock, which redemption is expected to be effective as of December 30, 2025. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand. The Notes have a stated maturity of December 15, 2035, and are redeemable (i) in whole or in part, on or after December 15, 2030, and (ii) in full, at any time upon the occurrence of certain events. The Notes will bear interest at a fixed rate of 7.50% per annum from and including December 9, 2025 to December 15, 2030, or the date of earlier redemption. From and including December 15, 2030 to, but excluding the maturity date or earlier redemption date, the Notes will bear interest at a floating interest rate. The floating interest rare will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate ("SOFR"), plus 424 basis points. As provided in the Notes, the interest rate on the Notes during the applicable floating rate period may be determined based on a rate other than three-month term SOFR. The Notes were offered and sold by the Company in a

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 9, 2025, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished herewith as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Report includes "forward-looking statements" within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering of the Notes and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company's control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking words such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would," "annualized," "target" and "outlook," or the negative version of those words or other comparable words of a future or forward-looking nature. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form 7.50% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 to the Purchase Agreement filed as Exhibit 10.1 hereto). 10.1 Form of Subordinated Note Purchase Agreement, dated as of December 9, 2025, by and among Northpointe Bancshares, Inc. and the Purchasers. 99.1 Press Release of Northpointe Banc shares , I nc. , dated December 9, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHPOINTE BANCSHARES, INC. Date: December 9, 2025 By: /s/ Bradley T. Howes Bradley T. Howes Executive Vice President and Chief Financial Officer

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