Northpointe Bancshares Files S-1/A Amendment

TL;DR

Northpointe Bancshares filed an S-1/A amendment on 2/3/25 for its public offering. Details at 3333 Deposit Drive NE, Grand Rapids, MI.

AI Summary

Northpointe Bancshares, Inc. filed an S-1/A amendment on February 3, 2025, for its registration statement. The filing, with registration number 333-284419, pertains to the company's public offering of securities. The principal executive offices are located at 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546, with a phone number of (616) 940-9400.

Why It Matters

This S-1/A filing indicates Northpointe Bancshares is moving forward with its public offering, which could impact its capital structure and shareholder base.

Risk Assessment

Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant secondary offerings, which inherently carry market and execution risks.

Key Numbers

• 333-284419 — Registration Number (Identifies this specific SEC filing)
• February 3, 2025 — Filing Date (Date the amendment was submitted)

Key Players & Entities

• Northpointe Bancshares, Inc. (company) — Registrant
• 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546 (location) — Principal executive offices
• 616-940-9400 (phone_number) — Business phone number
• February 3, 2025 (date) — Filing date
• 333-284419 (registration_number) — SEC registration number

FAQ

Key Financial Figures

• $1.235 billion — we have total annual gross revenues of $1.235 billion or more; the date on which we are dee
• $700.0 million — der the rules of the SEC, with at least $700.0 million of equity securities held by non-affili
• $1.0 billion — date on which we have issued more than $1.0 billion in nonconvertible debt during the previ
• $5.4 billion — umbia. As of September 30, 2024, we had $5.4 billion in assets, $4.8 billion in gross loans,
• $4.8 billion — 0, 2024, we had $5.4 billion in assets, $4.8 billion in gross loans, including held for inve
• $3.5 billion — ment ("HFI") and held for sale ("HFS"), $3.5 billion of deposits and $454.8 million of stock
• $454.8 million — e ("HFS"), $3.5 billion of deposits and $454.8 million of stockholders' equity. We have origin
• $190 billion — s' equity. We have originated more than $190 billion in home loan financings over the last 1
• $2.2 billion — se facilities. We process approximately $2.2 billion in funding draws/repayments per month;
• $38.0 million — n 2011. Since 2018, we have raised over $38.0 million in common equity and $220 million of pr
• $220 million — over $38.0 million in common equity and $220 million of preferred equity and debt capital to
• $21.6 billion — ending September 30, 2024 totaled over $21.6 billion. Our core product is based upon a colla
• $128 billion — er 419,000 mortgage loans totaling over $128 billion in funding. In addition, we have develo

Filing Documents

• tm2430447-5_s1a.htm (S-1/A) — 7354KB
• tm2430447d6_ex23-1.htm (EX-23.1) — 2KB
• lg_northpointe-4c.jpg (GRAPHIC) — 14KB
• bc_purpose-4c.jpg (GRAPHIC) — 40KB
• bc_mortgagetype-4c.jpg (GRAPHIC) — 46KB
• bc_growthtbv-4c.jpg (GRAPHIC) — 83KB
• 0001104659-25-008712.txt ( ) — 7605KB

RISK FACTORS

RISK FACTORS 25 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 50

USE OF PROCEEDS

USE OF PROCEEDS 53 CAPITALIZATION 54

DILUTION

DILUTION 56 MARKET FOR COMMON STOCK AND DIVIDEND POLICY 58

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 60

BUSINESS

BUSINESS 86 SUPERVISION AND REGULATION 102 MANAGEMENT 115 EXECUTIVE AND DIRECTOR COMPENSATION 123 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 131 PRINCIPAL AND SELLING STOCKHOLDERS 134

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 137 SHARES ELIGIBLE FOR FUTURE SALE 157 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS 159

UNDERWRITING

UNDERWRITING 163 LEGAL MATTERS 169 EXPERTS 169 WHERE YOU CAN FIND MORE INFORMATION 169 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i TABLE OF CONTENTS ABOUT THIS PROSPECTUS In this prospectus, "we," "our," "us," "Northpointe Bancshares" or "the Company" refers to Northpointe Bancshares, Inc., a Michigan corporation, and our wholly-owned subsidiary, Northpointe Bank, a Michigan non-member bank, unless the context indicates that we refer only to the parent company, Northpointe Bancshares, Inc. In this prospectus, the "Bank" refers to Northpointe Bank, our banking subsidiary. You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide you with different or additional information other than what is contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. Neither we, the selling stockholders nor the underwriters take responsibility for, or can provide any assurance as to the reliability of, any different or additional information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of our common stock. Our business, growth prospects, financial condition, and results of operations may have changed since that date. Any references to our website herein are not intended to be active links and the information on, or that can be accessed through, our website is not, and you must not consider the informa

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