Northpointe Bancshares Files S-1/A Amendment

TL;DR

Northpointe Bancshares filed an S-1/A amendment on Feb 7, 2025. Registration #333-284419.

AI Summary

Northpointe Bancshares, Inc. filed an S-1/A amendment on February 7, 2025, for its registration statement. The filing, with registration number 333-284419, pertains to securities under the Securities Act of 1933. The company is incorporated in Michigan and its principal executive offices are located at 3333 Deposit Drive Northeast, Grand Rapids, Michigan.

Why It Matters

This S-1/A filing indicates an ongoing process for Northpointe Bancshares, Inc. to register securities, which could lead to future public offerings or significant corporate actions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (S-1/A amendment) and does not inherently present immediate financial risk.

Key Numbers

• 333-284419 — SEC File Number (Identifies the specific registration statement with the SEC.)
• February 7, 2025 — Filing Date (Date the amendment was filed with the SEC.)

Key Players & Entities

• NORTHPOINTE BANCSHARES INC (company) — Registrant
• 333-284419 (dollar_amount) — SEC File Number
• February 7, 2025 (date) — Filing Date
• Michigan (location) — State of Incorporation
• Kevin J. Comps (person) — President and Secretary

FAQ

Key Financial Figures

• $16.00 — ice of our common stock will be between $16.00 and $18.00 per share. We have applied t
• $18.00 — common stock will be between $16.00 and $18.00 per share. We have applied to list our
• $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

• tm2430447-8_s1a.htm (S-1/A) — 7494KB
• tm2430447d9_ex1-1.htm (EX-1.1) — 306KB
• tm2430447d9_ex5-1.htm (EX-5.1) — 10KB
• tm2430447d9_ex10-4.htm (EX-10.4) — 77KB
• tm2430447d9_ex10-5.htm (EX-10.5) — 72KB
• tm2430447d9_ex10-6.htm (EX-10.6) — 66KB
• tm2430447d9_ex10-7.htm (EX-10.7) — 22KB
• tm2430447d9_ex23-1.htm (EX-23.1) — 2KB
• tm2430447d9_ex10-7img003.jpg (GRAPHIC) — 13KB
• tm2430447d9_ex10-7img004.jpg (GRAPHIC) — 4KB
• lg_northpointe-4c.jpg (GRAPHIC) — 14KB
• bc_purpose-4c.jpg (GRAPHIC) — 40KB
• bc_mortgagetype-4c.jpg (GRAPHIC) — 46KB
• bc_growthtbv-4c.jpg (GRAPHIC) — 83KB
• tm2430447d9_ex5-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-25-010247.txt ( ) — 8336KB

RISK FACTORS

RISK FACTORS 25 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 51

USE OF PROCEEDS

USE OF PROCEEDS 54 CAPITALIZATION 55

DILUTION

DILUTION 57 MARKET FOR COMMON STOCK AND DIVIDEND POLICY 59

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 61

BUSINESS

BUSINESS 88 SUPERVISION AND REGULATION 104 MANAGEMENT 117 EXECUTIVE AND DIRECTOR COMPENSATION 125 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 133 PRINCIPAL AND SELLING STOCKHOLDERS 136

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 139 SHARES ELIGIBLE FOR FUTURE SALE 159 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS 161

UNDERWRITING

UNDERWRITING 165 LEGAL MATTERS 171 EXPERTS 171 WHERE YOU CAN FIND MORE INFORMATION 171 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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