NORTHPOINTE BANCSHARES INC
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements.
The following documents are filed as part of this Annual Report on Form 10-K
(A) Report of Independent Registered Public Accounting Firm
(B) Consolidated Balance Sheets at December 31, 2025 and 2024
(C) Consolidated Statements of Income for the years ended December 31, 2025 and 2024
(D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
(E) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024
(F) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
(G) Notes to the Consolidated Financial Statements
(a)(2) Financial Statement Schedules.
None.
(a)(3) Listing of Exhibits.
PLEASE NOTE: It is inappropriate for readers to assume the accuracy of, or rely upon any covenants, representations or warranties that may be contained in agreements or other documents filed as Exhibits to, or incorporated by reference in, this report. Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this report, may reflect the parties’ negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, may not be true as of the date of this report or any other date, and may be subject to waivers by any or all of the parties. Where exhibits and schedules to agreements are filed or incorporated by reference as Exhibits hereto are not included in these Exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.
The following Exhibits are attached hereto or incorporated by reference herein (unless indicated otherwise, all documents referenced below were filed pursuant to the Exchange Act by Northpointe Bancshares, Inc.:
List of Exhibits
| Number | Description |
| 3.1 | Amended and Restated Articles of Incorporation. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc’s Form S-1, Exhibit 3.1. Here incorporated by reference. |
| 3.2 | Amended and Restated Bylaws. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 3.2. Here incorporated by reference. |
| 4.1 | Description of Registrant’s Common Stock. |
| 4.2 | Deposit Agreement, dated December 29, 2020, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and the holders from time to time of the depository receipts described therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.1. Here incorporated by reference. |
| 4.3 | Form of Depository Receipt for Series A Preferred Stock Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.2. Here incorporated by reference. |
| 4.4 | Deposit Agreement, dated December 30, 2021, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and the holders from time to time of the depository receipts described therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.3. Here incorporated by reference. |
| 4.5 | Form of Depository Receipt for Series B Preferred Stock. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.4. Here incorporated by reference. |
| 4.6 | Registration Rights Agreement, dated May 30, 2019, by and between the Company and Castle Creek Capital Partners VII, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.5. Here incorporated by reference. |
| 4.7 | Registration Rights Agreement, dated December 24, 2019, by and between the Company and Castle Creek Capital Partners VI, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.6. Here incorporated by reference. |
| 4.8 | Registration Rights Agreement, dated December 29, 2020, by and between the Company and the purchasers named therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.7. Here incorporated by reference. |
| 4.9 | Registration Rights Agreement, dated December 30, 2021, by and between the Company and the purchasers named therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.8. Here incorporated by reference. |
| 4.10 | First Amendment to Registration Rights Agreement, dated May 16, 2025, by and between the Company and the purchasers named therein. Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1. Here incorporated by reference. |
| 4.11 | First Amendment to Registration Rights Agreement, dated May 21, 2025, by and between the Company and the purchasers named therein. Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.2. Here incorporated by reference. |
| 4.12 | Form of 7.50% Fixed-to-Floating Rate Subordinated Note due 2035. Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 4.1. Here incorporated by reference. |
| 10.1 * | Northpointe Bancshares, Inc. Omnibus Incentive Plan. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.1. Here incorporated by reference. |
| 10.2 * | Northpointe Bancshares, Inc. Form of Restricted Stock Unit Agreement. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.2. Here incorporated by reference. |
| 10.3 * | Northpointe Bancshares, Inc. Form of Restricted Stock Unit Agreement (CEO). Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.3. Here incorporated by reference. |
| 10.4 * | Employment Agreement between Northpointe Bancshares, Inc. and Charles A. Williams, dated as of November 1, 2016. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.4. Here incorporated by reference. |
| 10.5* | Employment Agreement between Northpointe Bancshares, Inc. and Amy M. Butler, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10-Q, Exhibit 10.1. Here incorporated by reference. |
| 10.6 * | Employment Agreement between Northpointe Bancshares, Inc. and David J. Christel, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.2. Here incorporated by reference. |
| 10.7 * | Employment Agreement between Northpointe Bancshares, Inc. and Kevin J. Comps, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.3. Here incorporated by reference. |
| 10.8* | Employment Agreement between Northpointe Bancshares, Inc. and Bradley T. Howes, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form10Q, Exhibit 10.4. Here incorporated by reference. |
| 10.9 | Securities Purchase Agreement, dated May 30, 2019, by and between the Company and Castle Creek Capital Partners VII, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.8. Here incorporated by reference. |
| 10.10 | Securities Purchase Agreement, dated December 24, 2019, by and between the Company and Castle Creek Capital Partners VI, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.9. Here incorporated by reference. |
| 10.11 | Form of Subordinated Note Purchase Agreement, dated as of December 9, 2025, by and among Northpointe Bancshares, Inc. and the purchasers. Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1. Here incorporated by reference. |
| 19 | Insider Trading Policy. Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, Exhibit 19. Here incorporated by reference. |
| 21 | Subsidiary of Northpointe Bancshares, Inc. |
| 23.1 | Consent of RSM US LLP |
| 24.1 | Power of Attorney contained on the signature pages of this 2025 Annual Report on Form 10-K and incorporated herein by reference. |
| 31.1 | Certification of Chief Executive Officer |
| 31.2 | Certification of Chief Financial Officer |
| 32.1 | Certification pursuant to 18 U.S.C. § 1350 |
| 97.1 | Company Clawback Policy. Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, Exhibit 97. Here incorporated by reference. |
| 101 | Interactive Data File |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and included in Exhibit 101) |
*Management contract or compensatory plan.
†Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The other instruments defining the rights of the long-term debt securities of the Registrant and its subsidiary are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request.
(b) Exhibits.
The response to this portion of Item 15 is submitted under item (a)(3) above.
(c) Financial Statement Schedules.
None.
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