NORTHPOINTE BANCSHARES INC

S-11 tm2430447-2_s1.htm S-1

As filed with the U.S. Securities and Exchange Commission on January 22, 2025.

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933​

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(Exact name of registrant as specified in its charter)

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3333 Deposit Drive Northeast

Grand Rapids, Michigan 49546

(616) 940-9400

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)​

Kevin J. Comps

President and Secretary

3333 Deposit Drive Northeast

Grand Rapids, Michigan 49546

(616) 940-9400

(Name, address, including zip code and telephone number, including area code, of agent for service)

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With copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 22, 2025

PRELIMINARY PROSPECTUS

Shares

Common Stock

This prospectus relates to the initial public offering of shares of voting common stock (our “common stock” or “voting common stock”) of Northpointe Bancshares, Inc., a Michigan corporation and the bank holding company (“BHC”) for Northpointe Bank, a wholly-owned subsidiary and a Michigan non-member bank (the “Bank”).

We are offering shares of our common stock in this offering. The selling stockholders identified in this prospectus are offering an additional shares of our common stock in this offering. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price of our common stock will be between $ and $ per share. We intend to apply to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “NPB” on or about January 28, 2025. We believe that upon the completion of this offering, we will meet the standards for listing on the NYSE, and the completion of this offering is contingent upon such listing.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as a result, may elect to comply with certain reduced public company reporting requirements after the completion of this offering. See the section entitled “Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See the section entitled “Risk Factors,” beginning on page 25 to read about factors you should consider before investing in our common stock.

None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, the Federal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits, savings accounts or other obligations of any bank or savings association and are not insured or guaranteed by the FDIC or any other governmental agency and are subject to investment risks, including the possible loss of the entire amount you invest.

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(1)

See the section entitled “Underwriting” for additional information regarding underwriting compensation.

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This is a firm commitment underwritten offering. The underwriters have the option to purchase up to an additional shares from us at the initial public offering price less the underwriting discount within 30 days of the date of this prospectus.

The underwriters expect to deliver the shares of our common stock to purchasers on or about , 2025.

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Sole Bookrunning Manager

Keefe, Bruyette & Woods

A Stifel Company

The date of this prospectus is , 2025.