What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-27 compared with 2025-03-28 · 569 added, 549 removed, 988 unchanged (53% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets as of December 31 , 202 5 and 202 4

C onsolidated Statements of Income f or t he Years Ended December 31, 202 4 and 202 3

C onsolidated Statements of Income for the Years Ended December 31, 202 5 and 202 4

C onsolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 and 202 4

C onsolidated Statement s of Changes in S tockholders ’ Equity for the Years Ended December 31, 202 4 and 202 3

C onsolidated Statements of Cash Flows for t he Year s Ended De cember 31, 202 4 and 202 3

C onsolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 and 202 4

C onsolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4

N otes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Northpointe Bancshares, Inc.

Stockholders and the Board of Directors

Northpointe Bancshares, Inc.

and Subsidiary

27 unchanged sentences

Equity securities 1,347 1,305

Debt securities available for sale (Note 19) 8,576 14,727

Other securities 69,574 67,487

Debt securities available for sale 4,738 8,576

Federal Home Loan Bank ("FHLB") stock 80,109 69,574

Loans held for sale, at fair value 309,213 217,073

Total loans ($ 172,960 and $ 100,158 at fair value at 2024 and 2023, respectively)

Total loans held for investment (“HFI”) - ($ 178,578 and $ 172,960 at fair value at December 31, 2025 and December 31, 2024, respectively)

6,021,527 4,427,754

Allowance for credit losses (Note 3) ( 11,190 ) ( 12,295 )

Allowance for credit losses ( 10,435 ) ( 11,190 )

Net loans 6,011,092 4,416,564

Mortgage servicing rights (Note 5) 15,133 95,339

Mortgage servicing rights ("MSR"), at fair value 17,048 15,133

Intangible assets, net 1,513 2,099

Premises and equipment (Note 4) 27,292 29,296

Other assets (Note 6) 90,100 72,534

Premises and equipment 27,571 27,292

Other assets 73,735 90,100

Total Assets $ 7,022,825 $ 5,224,011

3 unchanged sentences

Total deposits 4,869,667 3,422,555

Borrowings (Note 8) 1,258,750 1,275,000

Subordinated debentures (Note 11) 38,933 34,368

Subordinated debentures issues through trusts (Note 12) 5,000 5,000

Borrowings 1,439,500 1,258,750

Subordinated debentures 91,915 38,933

Subordinated debentures issued through trusts 5,000 5,000

Deferred tax liability 3,786 3,477

4 unchanged sentences

5,000,000 shares authorized

Series A - 82,000 shares issued and outstanding at 2024 with a liquidation preference of $ 82,000 and 95,000 shares issued and outstanding at 2023 with a liquidation preference of $ 95,000

Series B - 25,000 shares issued and outstanding at 2024 and 2023 with a liquidation preference of $ 25,000

Series A - No shares issued and outstanding at December 31, 2025 and 82,000 shares issued and outstanding at December 31, 2024 with a liquidation preference of $ 82,000

Series B - 25,000 shares issued and outstanding at December 31, 2025 and 2024 with a liquidation preference of $ 25,000

Common Stock - No Par Value

Authorized - 101,500,000 ;

shares issued and outstanding - 25,684,560 and 25,689,560 shares at 2024 and 2023, respectively

shares issued and outstanding - 34,494,116 and 25,684,560 shares at December 31, 2025 and 2024, respectively

Additional paid in capital 204,875 166,847

7 unchanged sentences

Years Ended December 31, 2025 and 2024

(Dollars in thousands)

(Dollars in thousands, except per share data)

Interest Income

1 unchanged sentence

Investment securities - taxable 463 637

Other 31,405 29,063

FHLB stock - taxable 6,513 6,399

Interest bearing deposits 21,990 25,006

Total interest income 380,204 317,532

5 unchanged sentences

Net interest income 150,739 114,215

Provision (Benefit) for Credit Losses ( 328 ) ( 1,485 )

Net Interest Income after Provision (Benefit) for Credit Losses 114,543 102,704

Provision for credit losses 2,153 881

Provision (benefit) for unfunded commitments ( 55 ) ( 1,209 )

Net interest income after provision (benefit) for credit losses and unfunded commitments 148,641 114,543

Noninterest income

1 unchanged sentence

Loan servicing fees 4,719 8,876

MPP fees 5,418 3,584

Mortgage Purchase Program ("MPP") fees 6,022 5,418

Net gain on sale of loans 77,198 56,688

12 unchanged sentences

Net income 83,409 55,159

Preferred Stock Dividends 7,997 9,650

Preferred stock dividends and related costs 11,791 7,997

Net income available to common stockholders $ 71,618 $ 47,162

7 unchanged sentences

Net income $ 83,409 $ 55,159

Other Comprehensive Income (Loss)

Change in unrealized loss on securities, net of tax of $ 195 and $ 49 at 2024 and 2023, respectively

Gain on sale of securities, net of tax of $ 31 and $ 0 at 2024 and 2023, respectively

Total other comprehensive income (loss) 477 ( 115 )

Other comprehensive income

Unrealized gains:

Net change in unrealized gain on debt securities available for sale 162 724

Tax effect 37 195

Net change in unrealized gain on debt securities available for sale, net of tax 125 529

reclassification adjustments:

Reclassifications for gains included in net income — 83

Tax effect — 31

Reclassifications for gains included in net income, net of tax — 52

Total other comprehensive income 125 477

Comprehensive income $ 83,534 $ 55,636

13 unchanged sentences

Net income — — — — 55,159 — 55,159

Adoption of ASC 326, Credit Losses — — — — ( 7,495 ) — ( 7,495 )

Other comprehensive loss — — — — — ( 115 ) ( 115 )

Other comprehensive income — — — — — 477 477

Dividends declared ($ 0.100 per share)

1 unchanged sentence

Treasury stock - repurchase — — ( 70,000 ) ( 770 ) — — ( 770 )

Preferred stock - repurchase ( 13,000 ) — — ( 12,584 ) 1,013 — ( 11,571 )

Stock options exercised — — 65,000 155 — — 155

Preferred stock dividends — — — — ( 9,011 ) — ( 9,011 )

Balance - December 31, 2024 82,000 25,000 25,684,560 $ 166,847 $ 295,967 $ ( 324 ) $ 462,490

Balance - January 1, 2025 82,000 25,000 25,684,560 $ 166,847 $ 295,967 $ ( 324 ) $ 462,490

Net income — — — — 83,409 — 83,409

3 unchanged sentences

Preferred stock - repurchase ( 82,000 ) — — ( 78,595 ) ( 3,577 ) — ( 82,172 )

Treasury stock - repurchase — — ( 70,000 ) ( 770 ) — — ( 770 )

Issuance of common stock, net — — 8,621,539 114,151 — — 114,151

Restricted stock units issued, net — — 169,017 2,434 — — 2,434

Stock options exercised — — 19,000 38 — — 38

8 unchanged sentences

Net income $ 83,409 $ 55,159

Adjustments to reconcile consolidated net income to net cash and cash equivalents provided by (used in) operating activities:

Adjustments to reconcile consolidated net income to net cash and cash equivalents provided by operating activities:

Depreciation 2,486 2,828

Provision (benefit) for credit losses ( 328 ) ( 1,485 )

Provision for credit losses 2,153 881

Intangible asset impairment — 1,469

Provision (benefit) for unfunded commitments ( 55 ) ( 1,209 )

Amortization of intangible asset 586 973

Amortization of bond premium — 10

Amortization of debt issuance costs 293 458

2 unchanged sentences

Origination of mortgage loans held for sale ( 2,248,295 ) ( 1,878,051 )

Net loss (gain) on sales of other real estate 281 ( 46 )

Net (gain) loss on sales of other real estate ( 167 ) 281

Net loss on disposal of premises and equipment — 228

Net gain on extinguishment of debt ( 1,743 ) —

Net loss on sale of mortgage servicing rights — 1,058

Net gain on sale of available for sale debt securities — ( 83 )

MSR change in fair value 3,307 14,017

Deferred tax expense ( 20,831 ) ( 1,884 )

Net gain on extinguishment of debt ( 2,048 ) ( 1,743 )

Change in fair value of mortgage servicing rights 3,020 3,307

Deferred tax expense (benefit) 272 ( 20,831 )

Change in fair value of equity securities ( 42 ) 13

2 unchanged sentences

Other assets 16,432 ( 17,474 )

Accrued and other liabilities ( 4,346 ) ( 3,439 )

Other liabilities 9,655 ( 4,346 )

Net cash and cash equivalents provided by operating activities 44,291 19,809

1 unchanged sentence

Purchase of FHLB stock ( 10,535 ) ( 2,087 )

Redemption of FHLB stock — 8,108

Proceeds from sale of available for sale debt securities 4,000 10,887

Purchase of available for sale debt securities — ( 4,000 )

Purchase of mortgage servicing rights — ( 2,723 )

Proceeds from sale of mortgage servicing rights — 80,845

Purchase of mortgage servicing rights ( 296 ) —

Proceeds from sales of other real estate 3,328 238

1 unchanged sentence

Net increase in loans ( 1,624,946 ) ( 547,182 )

Contributions from Lender Risk Account ( 2,084 ) ( 1,572 )

Proceeds from Lender Risk Account 6,200 1,682

Contributions to lender risk account ("LRA") ( 1,101 ) ( 2,084 )

Proceeds from release of LRA funds 2,571 6,200

Net cash and cash equivalents used in investing activities ( 1,629,744 ) ( 458,235 )

6 unchanged sentences

Repayment of FHLB borrowings ( 1,031,702 ) ( 369,507 )

Net change in other borrowings 17,000 —

Issuance of common stock, net 114,151 —

Preferred stock dividend ( 8,214 ) ( 9,011 )

Preferred stock repurchase ( 82,172 ) ( 11,571 )

Restricted stock units issued, net 2,434 —

Stock repurchased — ( 770 )

13 unchanged sentences

Non-cash supplemental information:

Rebooked GNMA loans over 90 days ( 22,766 ) 19,966

Change in rebooked GNMA loans over 90 days 1,061 ( 22,766 )

Loans transferred to other real estate 1,851 3,525

Loans transferred from loans held for sale to loans 179,805 241,556

Loans transferred from loans to loans held for sale 74,921 119,344

Adoption of ASC 326 — 7,495

Loans transferred from loans held for sale to loans at fair value 13,848 179,805

Loans transferred from loans to loans held for sale at fair value 40,262 74,921

Northpointe Bancshares, Inc.

Notes to Consolidated Financial Statements

Note 1 — Nature of Operations

Northpointe Bancshares, Inc.’s (the “Company”) primary lending focus is the origination of residential mortgages throughout the United States.

Notes to Consolidated Financial Statements (unaudited)

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Northpointe Bancshares, Inc.’s (the “Company”) accounting and reporting policies and practices conform to accounting principles generally accepted in the United States of America.

The Company’s primary focus is residential mortgage lending throughout the United States.

The majority of these loans are sold in the secondary market through a network of investors.

The Company has also developed a mortgage advance program which provides funding to pre-approved mortgage bankers who originate and sell individual conforming and non-qualified loan products in the secondary market.

The Company also has developed a mortgage advance program which provides funding to pre-approved mortgage bankers who originate and sell individual conforming and non-qualified loan products in the secondary market.

The Company continues to service loans which were originated and sold to investors as well as loans held in its portfolio which were originated and selectively held in portfolio.

Note 2 — Significant Accounting Policies

Basis of Presentation and Consolidation

The Company has two reportable segments, Retail Banking and MPP, which are discussed in more detail in Note 21.

The consolidated financial statements include the accounts of Northpointe Bancshares, Inc.

2 unchanged sentences

Significant Group Concentrations of Credit Risk

The Company’s only banking branch is located in Michigan, but the Company markets its banking products to deposit customers located throughout the United States.

The Company’s single banking branch is located in Grand Rapids, Michigan, but the Company markets its banking products to deposit customers located throughout the United States.

The Company is also active nationwide in mortgage lending through a network of mortgage bankers and other financial institutions.

Note 3 discusses the types of lending in which the Company engages.

The Company’s primary concentration is in real estate lending, including the origination and sale of 1 – 4 family real estate mortgages to the secondary market to Government Sponsored Entities (“GSEs”).

Change in Presentation due to Stock Split

On December 19, 2024, the stockholders approved a 10 -for-1 stock split whereby each holder of common stock received nine additional shares of common stock for each share owned as of the record date of December 19, 2024.

Such shares were distributed on December 30, 2024.

All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the stock split as if it had occurred as of the earliest period presented.

Use of Estimates

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenue and expenses during the reporting period.

Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, mortgage servicing rights, and the lender risk account.

Initial Public Offering

On February 13, 2025, the Company completed an initial public offering of its common stock, resulting in the issuance of 8,621,539 new shares of common stock and proceeds of $ 114.2 million, net of offering expenses.

Emerging Growth Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period when complying with new or revised accounting standards.

This allows an EGC to delay adoption of certain accounting standards until those standards apply to private companies;

however, the EGC can still early adopt new or revised accounting standards.

We have elected to take advantage of this extended transition period, which means these financial statements, as well as financial statements we file in the future will be subject to all new or revised accounting standards generally applicable to private companies, unless stated otherwise.

This decision will remain in effect until the Company loses its EGC status.

Reclassifications

1 unchanged sentence

These reclassifications had no impact on prior year net income or stockholders’ equity.

Revenue Recognition

Net gain on sale of loans held for sale includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium received in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks, loans held for sale, and held for investment, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (“IRLCs”), (6) the fair value of Lender Risk Account (“LRA”), and (7) capitalization of MSRs.

An estimate of the net gain on sale of loans is recognized at the time an IRLC is issued, net of a pull-through factor (percentage of locked volume that end up closing).

Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings.

When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in net gain on sale of loans held for sale.

Loan servicing fees include income from (1) servicing, (2) sub-servicing and ancillary fees, and is recorded to income as earned, which is upon collection of payments from borrowers, and (3) the fair value changes in MSRs.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

Net interest income includes interest earned on held for investment loans (including Mortgage Purchase Program “MPP”), held for sale loans, and securities, net of the interest expense paid on our deposit and borrowing facilities.

Interest income is recorded as earned and interest expense is recorded as incurred.

Note 1 — Summary of Significant Accounting Policies (continued)

Revenue Recognition

ASC 606, Revenue Recognition (“Topic 606”), (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as other real estate owned.

The majority of the Company’s revenue is from interest income, including loans and securities, which are outside the scope of the standard.

The majority of the Company’s revenue is from interest income, including loans and securities, and gain on sale of loans which are outside the scope of the standard.

The services that fall within the scope of the standard are presented within noninterest income on the consolidated statement of income and are recognized as revenue as the Company satisfies its obligations to the customer.

The revenue that falls within the scope of Topic 606 is primarily related to service charges on deposit accounts, debit/credit card and ATM fees, and sales of other real estate owned, when applicable.

Net interest income includes interest earned on cash and securities, FHLB stock dividends and interest on loans HFI and loans held for sale, net of the interest expense paid on our deposit and borrowing facilities.

Interest income is recorded as earned and interest expense is recorded as incurred.

Net gain on sale of loans includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium received in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks, loans held for sale, and held for investment, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (“IRLCs”), (6) the fair value of LRA, and (7) capitalization of MSRs.

An estimate of the net gain on sale of loans is recognized at the time an IRLC is issued, net of a pull-through factor (percentage of locked volume that end up closing).

Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings.

Cash and Cash Equivalents

3 unchanged sentences

Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents.

Debt securities are classified as available for sale or held to maturity.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Debt securities are classified as available for sale.

Securities classified as available for sale are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive (loss) income.

Securities classified as held to maturity are to be carried at cost only if the Company has the positive intent and ability to hold these securities to maturity.

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Equity securities include investments in mutual funds and are recorded at fair value with unrealized gains and losses included in noninterest income in the accompanying consolidated statements of income.

Purchase premiums and discounts on debt securities are recognized in interest income using the interest method.

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the securities before recovery of its amortized cost basis.

6 unchanged sentences

Accrued interest receivable on available for sale debt securities totaled $ 83,000 and $ 100,000 at December 31, 2025 and 2024, respectively and is excluded from the estimate of credit losses.

Other securities, totaling $ 69.6 million and $ 67.5 million at December 31, 2024 and 2023, respectively, consist of restricted Federal Home Loan Bank stock, which is carried at cost and periodically evaluated for credit losses.

Both cash and stock dividends are reported as other interest income.

Other securities, totaling $ 80.1 million and $ 69.6 million at December 31, 2025 and 2024, respectively, consist of restricted FHLB stock, which is carried at cost and periodically evaluated for credit losses.

Both cash and stock dividends are reported as FHLB stock - taxable in interest income.

Loans Held for Sale

2 unchanged sentences

Fair value is determined on an aggregate basis based on commitments from investors to purchase such loans and upon prevailing market rates.

See Note 18 for a description of the methods used to determine fair value at December 31, 2024 and 2023.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

See Note 18 for a description of the methods used to determine fair value.

Originated government guaranteed loans are pooled and sold as Ginnie Mae MBS.

Pursuant to Ginnie Mae servicing guidelines, the Company has the unilateral right to repurchase loans securitized in Ginnie Mae pools that are due, but unpaid, for three consecutive months (typically referred to as 90 days past due).

As a result, once the delinquency criteria have been met, regardless of whether the repurchase option has been or intends to be exercised, the loan is required to be re-recognized on the balance sheet by the Company.

These loans, totaling $ 0 as of December 31, 2024 and totaling $ 22.8 million as of December 31, 2023, are recorded in loans held for sale and a corresponding liability to repurchase the loans is recorded in other liabilities on the consolidated balance sheets.

Mortgage Purchase Program (“MPP”)

The Company has developed a program whereby it provides a collateralized mortgage purchase facility marketed to independent mortgage bankers nationwide.

The Company refers to this as its Mortgage Purchase Program (“MPP”).

Individual advances under the facility are reviewed and approved by the Company and are secured by specific one-to-four family mortgage loans.

These facilities enable the Company’s MPP clients to close and fund their mortgages and during a relatively short period (typically less than 30 days), the originated loans are sold into the secondary market via government agencies (Fannie Mae, Freddie Mac or Ginnie Mae) or institutional investors (banks, large mortgage companies, insurance companies, mortgage REIT’s) or are securitized.

The Company, from time to time, also participates out portions of the individual advances (“the participating interest”) through participation agreements with other financial institutions.

Cash flows associated with the individual advances are shared on a pro-rata basis with the participating banks.

The Company charges the mortgage banker an administrative fee per individual mortgage loan and earns interest while the loan is owned by the Company.

Fee income is included in MPP fees on the Consolidated Statements of Income.

There were no delinquent loans and or credit losses in the Company’s MPP business during 2024 or 2023.

Extended dwell sub-limits of purchase facilities, which have longer than expected standard turn times to be sold, may be issued to the mortgage bankers to facilitate loans that may not be delivered to the secondary market within the terms of the original advance.

At December 31, 2024 and 2023, the Bank had outstanding balances on these facilities of $ 31.4 million and $ 28.3 million, respectively.

Participations of the individual advances referenced above are accounted for as sales, when control over the assets has been surrendered.

Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

The Company had $ 1.1 million of these loans as of December 31, 2025 but did not have any of these loans at December 31, 2024.

These loans are recorded in loans held for sale and a corresponding liability to repurchase the loans is recorded in other liabilities on the consolidated balance sheets.

Mortgage Servicing Rights

4 unchanged sentences

Changes in the fair value of mortgage servicing rights are included in loan servicing fees in the Consolidated Statements of Income.

See Note 18 for a description of the methods and assumptions used to determine fair value at December 31, 2024 and 2023.

See Note 18 for a description of the methods and assumptions used to determine fair value.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Mortgage Banking Derivatives and Financial Instruments

2 unchanged sentences

All derivatives are recorded at fair value with the change in fair value impacting net gain on sale of loans.

Derivatives include commitments to originate loans and forward sales commitments;

commitment to originate loans intended to be sold whereby the interest rate on the loan is determined prior to funding “interest rate lock commitment”;

forward sales commitments whereby the Company has a mandatory commitment to deliver loans at a future date.

Derivatives include interest rate lock commitments (“IRLCs”) to originate mortgage loans intended for sale, and mandatory forward sales commitments to deliver loans at a future date.

IRLCs represent commitments to originate loans for which the interest rate is determined prior to funding.

Forward sales commitments represent mandatory commitments to deliver loans to investors at a specified future date.

The fair value of both rate lock commitments and mandatory forward sales commitments is based on the estimated cash flows associated with delivering a pool of assets at the prevailing market rates and pull through rate.

See Note 18 for more detail on fair value of these commitments at December 31, 2024 and 2023.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

See Note 18 for more detail on fair value of these commitments.

To further mitigate the risk associated with the loans originated with the intention to sell on the secondary market, the Company has elected to account for other financial instruments at fair value.

2 unchanged sentences

The fair values of the best efforts contracts are based on the estimated price to deliver a pool of assets at the prevailing market interest rates.

See Note 18 for a description of the methods used to determine fair value at December 31, 2024 and 2023.

See Note 18 for a description of the methods used to determine fair value.

Mortgage Purchase Program

Our MPP business provides independent mortgage bankers with an alternative to traditional mortgage warehouse lending.

MPP utilizes a collateralized mortgage purchase facility with individual advances under the facility which are reviewed and approved by the Company and secured by the mortgage bankers’ originated one-to-four family mortgage loans.

The Company also participates out portions of the individual advances (“the participating interest”) through participation agreements with other financial institutions.

Cash flows associated with the individual advances are shared on a pro-rata basis with the participating banks.

The Company charges the mortgage banker an administrative fee per individual mortgage loan and earns interest while the loan is owned by the Company.

Fee income is included in MPP fees on the Consolidated Statements of Income.

There were no delinquent loans and or credit losses in the Company’s MPP business during the years ended December 31, 2025 or 2024.

At December 31, 2025 and 2024, the Bank had outstanding balances on these facilities of $ 56.5 million and $ 31.4 million, respectively.

Participations of the individual advances referenced above are accounted for as sales, when control over the assets has been surrendered.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Lender Risk Account

A Lender Risk Account (“LRA”) has been established for loans sold by the Company to the Federal Home Loan Bank of Indianapolis (“FHLB”).

The LRA is funded through a reduction of the purchase price and maintained by the FHLB at 1.20 % of the loan balance and is used to offset credit losses over the life of the loans sold by the Company to the FHLB.

A LRA has been established for loans sold by the Company to the FHLB of Indianapolis.

The LRA is funded through a reduction of the purchase price and maintained by the FHLB at an initial amount of 1.20 % of the loan balance and is used to offset credit losses over the life of the loans sold by the Company to the FHLB.

If the LRA has not been depleted by losses, funds are returned to the Company over time, beginning after five years and continuing through 25 years.

As of December 31, 2024 and 2023, the Company had on deposit with the FHLB $ 54.7 million and $ 56.0 million, respectively, in these LRA’s.

As of December 31, 2025 and 2024, the Company had on deposit with the FHLB $ 55.0 million and $ 54.7 million, respectively, in these LRAs.

Additionally, as of December 31, 2025 and 2024, the Company estimated the guaranty account, which is recorded in other liabilities in the Company’s Consolidated Balance Sheets, to be $ 4.3 million and $ 3.9 million, respectively.

The Company amortizes the guarantee account over a five to nine year period.

Amortization totaling $ 748,000 and $ 397,000 was recognized in net gain on sale of loans in the Company’s consolidated statements of income during the years ended December 31, 2025 and 2024, respectively.

The Company carries the LRA asset at fair value in the Company’s consolidated balance sheets in other assets with changes in the fair value included in the consolidated statements of income with net gain on sale of loans.

1 unchanged sentence

See Note 18 for a description of the methods and assumptions used to determine fair value at December 31, 2025 and 2024.

The Company offers a mortgage purchase program (“MPP”) and residential mortgage loans to its clients and customers.

Those include the All-in-One, or “AIO” loan, which is a specialized first mortgage revolving equity line of credit linked by one account to a demand deposit bank account of the borrower.

In addition to the MPP program noted within this section, the Company also originates residential mortgages, including a specialized first mortgage revolving equity line of credit linked by one account to a demand deposit bank account of the borrower (which we refer to as All-in-One, or “AIO” loans).

Excluding AIO loans, virtually all the Company’s residential mortgages are saleable through an end investor.

The ability of the Company’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in the markets where the Company has originated loans.

4 unchanged sentences

The Company elected not to measure an allowance for accrued interest receivable and instead elected to reverse accrued interest income on loans that are placed on nonaccrual status.

Accrued interest on loans totaled $ 20.8 million and $ 20.9 million as of December 31, 2024 and 2023 and is included in other assets in the Consolidated Balance Sheets.

Accrued interest on loans totaled $ 28.3 million and $ 20.8 million as of December 31, 2025 and 2024, respectively, and is included in other assets in the consolidated balance sheets.

The accrual of interest on loans is discontinued at the time the loan is delinquent ( 120 days for mortgages and 90 days for commercial) unless the credit is well secured and in process of collection.

1 unchanged sentence

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income.

The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual.

The interest on these loans is accounted for on a cash basis or cost-recovery method, until qualifying for return to accrual.

Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses (“Allowance”)

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Allowance for Credit Losses (“Allowance” or “ACL”)

Management estimates the allowance by using relevant available information from internal and external sources related to historical loss experience, current borrower risk characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors.

2 unchanged sentences

Each of these portfolios is further disaggregated into loan segments, which are discussed in more detail below.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

A loss given default methodology is utilized to estimate losses on the residential loan portfolio, which makes up substantially all held-for-investment loans.

This methodology is used to project a default rate, prepayment rate, and severity factor for each loan in the portfolio to arrive at the lifetime credit loss for the construction and land development, home equity loans, and closed end, first and second liens.

A loss given default methodology is utilized to estimate losses on the residential loan portfolio.

This methodology is used to project a default rate, prepayment rate, and severity factor for each loan in the portfolio to arrive at the lifetime credit loss for the construction, land development, home equity, and closed end first and second lien loans.

The Company periodically performs a backtest on default, loss severity and prepayment forecasts to determine if any adjustments should be made to the model, which includes a comparison of actual defaults, losses and prepayments with those originally forecasted.

The accumulated expected credit losses are impacted by changes in borrower delinquencies, changes in loan to values, and changes in FICO scores.

Lifetime credit losses are also adjusted by reasonable and supportable economic forecasts.

As of December 31, 2024 and 2023, the Moody’s Baseline December U.S.

Macroeconomic Outlook was utilized.

For the majority of the commercial loan portfolio, a discounted cash flow methodology adjusted for peer group benchmarks on probability of default, prepayment speeds, and curtailment rate is used.

For MPP, as the Company has not experienced any losses, the accumulated expected credit losses are currently derived based on qualitative factors described below.

Within these portfolios, management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, or doubtful, which are more fully explained in Note 3.

As of December 31, 2025 and 2024, the Moody’s Baseline December 2025 and December 2024 U.S.

Macroeconomic Outlook, respectively, were utilized.

For the commercial loan portfolio, excluding MPP, a discounted cash flow methodology adjusted for peer group benchmarks on probability of default, prepayment speeds, and curtailment rate is used.

Within the commercial loan portfolio, management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, or doubtful, which are more fully explained in Note 3.

The amount of credit losses, if any, is measured by a comparison of the loan’s carrying value to the net present value of future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected to solely from the collateral.

For MPP, a separate analysis is completed for the ACL associated with this portfolio due to its unique characteristics and absence of loss history.

The portfolio typically includes a mandatory investor take-out commitment and is backed by a seller repurchase obligation.

In addition, MPP clients close and fund their mortgages during a relatively short period (typically less than 30 days).

As a result, these loans have generated no losses over the life of the program.

Based on management’s assessment of risk, a qualitative reserve has been established for this portfolio.

Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation.

2 unchanged sentences

Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Credit losses are individually analyzed by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Credit losses are individually evaluated by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Qualitative Factors

2 unchanged sentences

The qualitative factors include economic forecast uncertainty, underwriting and collection trends, changes in nature and volume of portfolio, changes in the volume and severity of past due loans, collateral trends, concentration risk, quality of loan review, changes in personnel, external factors, and other considerations.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Residential Loan Segments

12 unchanged sentences

Home equity lines of credit mainly consist of variable-rate home equity lines of credit secured by a lien on the borrower’s primary residence.

These include first-lien home equity lines which are tied seamlessly to a demand deposit sweep account, which are limited to 80% of the property value.

Home equity products are limited to 90% of the property value less any other mortgages if the first loan is with the Bank.

3 unchanged sentences

Home equity loans are susceptible to weakening general economic conditions and increase in unemployment rates and declining real estate values.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

Closed end, first and second liens:

9 unchanged sentences

Risk to this category include declining valuation of collateral and weakening general economic conditions.

The Company has developed a program whereby it provides lending facilities to pre-approved mortgage bankers.

Individual advances under the facility are reviewed and approved by the Company and are secured by specific one-to-four family mortgage loans, which the mortgage banker intends to sell and deliver to the secondary market within 60 days.

7 unchanged sentences

Such financial instruments are recorded when they are funded.

There were no letters of credit commitments as of December 31, 2024 and 2023.

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (less costs to sell) at the date of the foreclosure, establishing a new cost basis.

Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell.

Related revenue, expenses, and changes in the valuation allowance are included in other expenses.

Total other real estate owned included in other assets at December 31, 2024 and 2023 was approximately $ 3.0 million and $ 24,000 , respectively.

The Company had real estate in the process of foreclosure totaling $ 2.2 million as of December 31, 2024, and $ 2.5 million as of December 31, 2023.

There were no letter of credit commitments as of December 31, 2025 or 2024.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Bank Premises and Equipment, net

3 unchanged sentences

Interest costs incurred during the construction period of new facilities are capitalized as part of the cost of the building and depreciated over the estimated useful life of the asset.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (less costs to sell) at the date of the foreclosure, establishing a new cost basis.

Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less costs to sell.

Related revenue, expenses, and changes in the valuation allowance are included in other expenses.

Total other real estate owned included in other assets at December 31, 2025 and 2024 was approximately $ 1.7 million and $ 3.0 million, respectively.

The Company had loans in the process of foreclosure totaling $ 18.1 million as of December 31, 2025 and $ 2.2 million as of December 31, 2024.

ASU 2016-02, Leases establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months.

1 unchanged sentence

Right of use assets and lease liabilities are recognized at lease commencement date based upon the estimated present value of lease payments over the lease term.

The right of use assets and lease liabilities were $ 1.5 million and $ 1.5 million, respectively, at December 31, 2024 and were $ 2.6 million and $ 2.5 million at December 31, 2023.

Right of use assets are included in other assets and lease liabilities are include in other liabilities in the Company’s Consolidated Balance Sheets.

Use of Estimates

Actual results could differ from those estimates.

The ROU assets and lease liabilities were both $ 1.0 million at December 31, 2025 and were both $ 1.5 million at December 31, 2024.

ROU assets are included in other assets and ROU lease liabilities are include in other liabilities in the Company’s Consolidated Balance Sheets.

Repurchase Reserve

3 unchanged sentences

The balance in the repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Company could incur from repurchasing a loan, as well as loss reimbursements, indemnification, and other “make whole” settlement resolutions.

The Company’s repurchase reserve was approximately $ 2.6 million and $ 4.6 million, as of December 31, 2024 and 2023, respectively, and is included in accrued and other liabilities on the consolidated balance sheet.

The Company’s repurchase reserve was approximately $ 2.1 million and $ 2.6 million, as of December 31, 2025 and 2024, respectively, and is included in other liabilities on the consolidated balance sheet.

Stock Compensation Plans

4 unchanged sentences

Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income.

Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method.

1 unchanged sentence

The Company records uncertain tax positions in accordance with ASC Topic 740 “Income Taxes” on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

The Company evaluates the realization of the deferred tax assets based on future taxable income, among other things.

9 unchanged sentences

The acquired retail lending offices included $ 300,000 of acquired tangible assets.

The fair value of customer-related intangible assets was $ 11.2 million less the expected payout of $ 732,000 for a net value of $ 10.5 million.

Amortization of the intangible asset was $ 1.0 million in 2024 and $ 1.0 million in 2023.

The fair value of customer-related intangible assets was $ 11.2 million less the expected payout of $ 732,000 for a net value of $ 10.5 million at the time of acquisition.

Amortization of the intangible asset was $ 586,000 in 2025 and $ 973,000 in 2024.

Decreases in loan production, margin, or other changes in the secondary market may impact the carrying value of the recorded intangible asset.

As a result of projected decreases in loan production and margins, an impairment of $ 1.5 million and $ 137,000 was recorded in 2024 and 2023, respectively.

Amortization is expected to be approximately $ 586,000 per year through 2028.

As a result of projected decreases in loan production and margins, an impairment of $ 1.5 million was recorded 2024.

There was no impairment recorded in 2025.

Amortization is expected to be approximately $ 586,000 per year in 2026 and 2027 and $ 341,000 in 2028.

The net balance of intangible asset was $ 1.5 million and $ 2.1 million at December 31, 2025 and 2024, respectively.

3 unchanged sentences

Potential common stock that may be issued by the Company is determined using the treasury stock method.

Emerging Growth Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act.

Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period when complying with new or revised accounting standards.

This allows an EGC to delay adoption of certain accounting standards until those standards apply to private companies;

however, the EGC can still early adopt new or revised accounting standards.

This decision will remain in effect until the Company loses its EGC status.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

Recently Adopted Accounting Pronouncements

On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses:

Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables, held to maturity debt securities, and accounts receivable.

It also applies to off-balance-sheet credit exposures such as loan commitments.

In addition, ASC 326 made changes to the accounting for available for sale debt securities.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures.

The Company recorded a net decrease to retained earnings of $ 7.5 million as of January 1, 2023 for the cumulative effect of adopting ASC 326.

In March 2022, the FASB issued ASU 2022-02, “Financial Instruments — Credit Losses (Topic 326)”.

The amendments in this ASU eliminate the accounting guidance for troubled debt restructures (“TDRs”) by creditors in Subtopic 310-40, “Receivables — Troubled Debt Restructurings by Creditors,” while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty.

Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan.

In addition, for public business entities, the amendments in this Update require that an entity disclose current- period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments — Credit Losses — Measured at Amortized Cost.” Adoption of this ASU on January 1, 2023 did not have a material impact on the Company’s financial results and the additional required disclosures for gross charge-offs have been included in the footnotes to the consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820).” The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore, is not considered in measuring fair value.

Furthermore, the amendments to this ASU clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The update to this ASU requires the following disclosures for equity securities:

(1) The fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet;

(2) The nature and remaining duration of the restriction(s) and;

(3) The circumstances that could cause a lapse in the restriction(s).

The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

The Company has concluded that the updates did not have a material impact on the Company’s financial position and/or results of operations.

In March 2022, the FASB issued ASU No.

2022-01, Derivatives and Hedging (Topic 815):

Fair Value Hedging — Portfolio Layer Method (“ASU 2022-01”), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets.

This ASU amends the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible.

ASU 2022-01 renames that method the “portfolio layer” method and expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets.

This scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allows entities to apply the same method to similar hedging strategies.

ASU 2022-01 is effective for private entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted.

The Company has concluded that the updates did not have a material impact on the Company’s financial position and/or results of operations.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures, which requires enhanced disclosures on both an annual and interim basis about significant segment expenses, including for companies with only one reportable segment.

This ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024.

The Company adopted this ASU as required as of December 31, 2024 and identified that it has two reportable segments, Retail Banking and MPP lending.

Required disclosures are provided in Note 22.

Northpointe Bancshares, Inc.

Note 2 — Significant Accounting Policies (continued)

Note 1 — Summary of Significant Accounting Policies (continued)

New Accounting Pronouncements

3 unchanged sentences

The ASU also requires that entities disclose income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic or foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

This ASU is effective beginning after December 15, 2024.

The Company is currently assessing the impact of the update and its operations, financial position, and disclosures.

This ASU is effective for annual periods beginning after December 15, 2024.

The Company adopted this ASU as required as of December 31, 2025 and applied the retrospective method.

The Company is not subject to taxes outside of the United States of America.

Adoption of this ASU did not have a material impact on the consolidated financial statements or related income tax footnote.

Issued Not Yet Effective Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

6 unchanged sentences

Subsequent Events

The consolidated financial statements and related disclosures include evaluation of events up through and including March 28, 2025, which is the date the consolidated financial statements were available to be issued.

On February 13, 2025, the Company closed on an initial public offering and began trading on the New York Stock Exchange on February 14, 2025, under the symbol NPB.

The offering price was $ 14.50 per share and resulted in net proceeds to the Company of $ 116.9 million and the issuance of 10,420,000 new shares ( 8,620,000 to new stockholders and 1,800,000 to existing selling stockholders).

The consolidated financial statements and related disclosures include evaluation of events through the date the consolidated financial statements were issued.

Northpointe Bancshares, Inc.

Note 2 — Debt Securities

The amortized costs, fair values, and unrealized gains and losses of debt securities available for sale were as follows as of the dates indicated (dollars in thousands):

December 31, 2025 Amortized Cost Gross Unrealized Fair Value

Debt securities available for sale

Subordinated corporate bonds $ 5,000 $ — $ ( 262 ) $ 4,738

Total $ 5,000 $ — $ ( 262 ) $ 4,738

December 31, 2024 Amortized Cost Gross Unrealized Fair Value

Debt securities available for sale

Subordinated corporate bonds $ 9,000 $ — $ ( 424 ) $ 8,576

Total $ 9,000 $ — $ ( 424 ) $ 8,576

As of December 31, 2025 and 2024, there was no allowance for credit losses on debt securities available for sale.

Proceeds from the sale of debt securities available for sale were $ 4.0 million in 2025, resulting in no net gain.

Proceeds from the sale of debt securities available for sale were $ 10.9 million in 2024, resulting in a net gain of $ 83,000 .

At December 31, 2025, the Company held one bond which was in an unrealized loss position for more than twelve months .

At December 31, 2024, the Company held two bonds which were in an unrealized loss position for more than twelve months .

The following tables show investments with gross unrealized losses and their market value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated (dollars in thousands):

December 31, 2025 Less Than 12 Months 12 Months or More Total

Fair Value Unrealized

Loss Fair Value Unrealized

Debt securities available for sale

Subordinated corporate bonds $ — $ — $ 4,738 $ ( 262 ) $ 4,738 $ ( 262 )

Total $ — $ — $ 4,738 $ ( 262 ) $ 4,738 $ ( 262 )

December 31, 2024 Less Than 12 Months 12 Months or More Total

Fair Value Unrealized

Loss Fair Value Unrealized

Debt securities available for sale

Subordinated corporate bonds $ — $ — $ 8,576 $ ( 424 ) $ 8,576 $ ( 424 )

Total $ — $ — $ 8,576 $ ( 424 ) $ 8,576 $ ( 424 )

Debt securities, at fair value, have the following contractual maturities as of December 31, 2025 (dollars in thousands):

December 31, 2025

1 Year 1 - 5 Years 5 - 10 Years Greater than

10 years Total

Debt securities available for sale

Subordinated corporate bonds $ — $ — $ 4,738 $ — $ 4,738

Total $ — $ — $ 4,738 $ — $ 4,738

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses

A summary of the balances of loans follows (000s omitted):

The following table shows a summary of the balances of loans as of the dates indicated (dollars in thousands):

December 31, 2025 December 31, 2024

Residential $ 2,573,890 $ 2,699,890

5 unchanged sentences

Net loans $ 6,011,092 $ 4,416,564

The residential mortgage loan portfolio includes $ 173.0 million and $ 100.2 million of loans measured at fair value on December 31, 2024 and 2023, respectively.

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Activity in the allowance for credit losses for 2024 is summarized as follows (000s omitted):

The residential portfolio includes $ 178.6 million and $ 173.0 million of loans measured at fair value on December 31, 2025 and 2024, respectively.

Activity in the allowance for credit losses for the year ended December 31, 2025 is summarized as follows (dollars in thousands):

Year Ended December 31, 2025

5 unchanged sentences

Ending balance $ 8,999 $ 61 $ 1,370 $ 5 $ 10,435

Activity in the allowance for loan losses for 2023 is summarized as follows (000s omitted):

Activity in the allowance for loan losses for the year ended December 31, 2024 is summarized as follows (dollars in thousands):

Year Ended December 31, 2024

Residential Commercial MPP Unallocated Total

Beginning balance, prior to adoption of ASC 326 $ 5,908 $ 78 $ 317 $ 62 $ 6,365

Impact of adopting ASC 326 9,403 ( 38 ) — ( 58 ) 9,307

Beginning balance $ 11,742 $ 51 $ 458 $ 44 $ 12,295

Charge-offs ( 2,593 ) — — — ( 2,593 )

2 unchanged sentences

Ending balance $ 10,468 $ 32 $ 684 $ 6 $ 11,190

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Activity in the allowance for unfunded commitments for years ended December 31, 2025 and 2024 is summarized as follows (dollars in thousands):

Beginning balance $ 385 $ 1,594

Charge-offs — —

Recoveries — —

Provision (benefit) ( 55 ) ( 1,209 )

Ending balance $ 330 $ 385

Nonaccrual Loans

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing in the held for investment portfolio, excluding those loans carried at fair value, as of December 31, 2024 (000s omitted):

As of and for the Year Ended December 31, 2024

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing in the HFI portfolio, excluding those loans carried at fair value, as of December 31, 2025 (dollars in thousands):

December 31, 2025

Allowance Nonaccrual

6 unchanged sentences

Closed end, second liens 1,146 410 1,556 — 1,556

Commercial 154 — 154 — 154

Total $ 57,087 $ 13,844 $ 70,931 $ 6,339 $ 77,270

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

As of and for the Year Ended December 31, 2023

December 31, 2024

Allowance Nonaccrual

7 unchanged sentences

Total $ 47,482 $ 16,798 $ 64,280 $ 4,251 $ 68,531

The Bank has not recognized any material interest income on nonaccrual loans during 2024 or 2023.

The Bank has not recognized any material interest income on nonaccrual loans during the years ended December 31, 2025 or 2024.

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the sale of the collateral and the borrower is experiencing financial difficulty.

The allowance is calculated on an individual loan basis of the shortfall between the fair value of the loan’s collateral, which is adjusted for selling costs, and the loan’s amortized cost.

The allowance on collateral dependent loans is calculated on an individual loan basis of the shortfall between the fair value of the loan’s collateral, which is adjusted for selling costs, and the loan’s amortized cost.

If the fair value of the collateral exceeds the loan’s amortized cost, no allowance is necessary.

The amortized cost of collateral dependent loans by class as of December 31, 2024 was as follows (000s omitted):

The amortized cost of collateral dependent loans by class as of December 31, 2025 and 2024 was as follows (dollars in thousands):

December 31, 2025

Collateral Type

6 unchanged sentences

Total $ 60,468 $ — $ 165

December 31, 2024

Collateral Type

4 unchanged sentences

Closed end, second liens 469 — 114

Commercial 118 $ — —

Total $ 58,741 $ — $ 499

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Age Analysis of Loans

The following tables detail the age analysis of loans, excluding those loans carried at fair value, at December 31, 2024 and 2023 (000s omitted):

The following tables detail the amortized cost basis age analysis of loans, excluding those loans carried at fair value, at December 31, 2025 and 2024 (dollars in thousands):

December 31, 2025

10 unchanged sentences

Total $ 32,633 $ 11,709 $ 56,576 $ 100,918 $ 5,742,031 $ 5,842,949

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

December 31, 2024

10 unchanged sentences

Total $ 34,832 $ 9,752 $ 45,893 $ 90,477 $ 4,164,318 $ 4,254,795

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Modifications to Borrowers Experiencing Financial Difficulty

2 unchanged sentences

In some cases, the Company provides multiple types of concessions on one loan.

During 2024, there were $ 4.5 million loans:

14 closed end, first liens, for $ 3.9 million, 1 construction and land development for $ 255,000 , 1 home equity line of credit for $ 134,000 , and 1 closed end, second lien for $ 153,000 , that were both experiencing financial difficulty and modified during the year.

These loans were a combination of term extensions and interest rate reductions and were on nonaccrual status at time of modification.

During 2023, there were $ 2.2 million loans:

5 closed end, first lien loans for $ 1.7 million and 1 home equity loan for $ 463,000 , that were both experiencing financial difficulty and modified during the year.

During the twelve months ended months ended December 31, 2025, there were $ 8.3 million in loans that were both experiencing financial difficulty and modified during the period:

24 closed end, first liens, for $ 7.7 million and two home equity lines of credit for $ 513,000 .

These loans were a combination of term extensions and interest rate reductions and each were on nonaccrual status at time of modification.

During the year ended December 31, 2024, there were $ 4.5 million in loans that were both experiencing financial difficulty and modified during the period:

14 closed end, first lien loans for $ 3.9 million, one construction and land development for $ 255,000 , one home equity line of credit for $ 134,000 and one closed end, second lien for $ 153,000 .

These loans were a combination of term extension and interest rate reduction.

During 2023, all closed end, first liens loan were on nonaccrual status at time of modification and the home equity line of credit was on accrual status at time of modification.

There were no material modifications to borrowers experiencing financial difficulty within the previous twelve months that became 30 days or more past due during the years ended December 31, 2024 and 2023.

At December 31, 2025, $ 2.9 million of the loans modified to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 were more than 90 days past due.

At December 31, 2024, there were no material modifications to borrowers experiencing financial difficulty within the previous twelve months that became 90 days or more past due.

Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Credit Quality Indicators

14 unchanged sentences

Note 3 — Loans and Allowance for Credit Losses (continued)

The following table reflects amortized cost basis of loans and year to date charge-offs (excluding those loans carried at fair value) as of December 31, 2024 based on year of origination (000s omitted):

The following table reflects amortized cost basis of loans and full year charge-offs as of December 31, 2025 (excluding those loans carried at fair value) based on year of origination (dollars in thousands):

2025 2024 2023 2022 2021 Prior Revolving

22 unchanged sentences

Special mention — — — — — 55 — 55

Substandard — — — — — 154 — 154

Total — — — — — 521 521 15,000 15,521

9 unchanged sentences

Note 3 — Loans and Allowance for Credit Losses (continued)

The following table reflects amortized cost basis of loans and year to date charge-offs as of December 31, 2023 based on year of origination (000s omitted):

The following table reflects amortized cost basis of loans and full year charge-offs as of December 31, 2024 (excluding those loans carried at fair value) based on year of origination (dollars in thousands):

2024 2023 2022 2021 2020 Prior Revolving

33 unchanged sentences

Note 4 — Bank Premises and Equipment, Net

A summary of the cost and accumulated depreciation of premises and equipment follows (000s omitted):

The following table shows a summary of the cost and accumulated depreciation of premises and equipment as of the dates indicated (dollars in thousands):

Land $ 6,370 $ 6,325

6 unchanged sentences

Net $ 27,571 $ 27,292

Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $ 2.8 million and $ 3.0 million, respectively.

Future undiscounted lease payments for operating leases with initial terms of one year of more as of December 31, 2024 are as follows (000s omitted):

Depreciation expense for the years ended December 31, 2025 and 2024 totaled $ 2.5 million and $ 2.8 million, respectively.

Future undiscounted lease payments for operating leases with initial terms of one year of more as of December 31, 2025 are as follows (dollars in thousands):

Total undiscounted lease payments 1,845

2 unchanged sentences

The lease liability is included in other liabilities in the Company’s Consolidated Balance Sheet.

The weighted average remaining discount rate was 3.43 % and weighted average remaining life was 2.7 years for the year ended December 31, 2024.

The leases contain options to extend for periods from 3 to 4 years .

The weighted average remaining discount rate was 3.81 % and weighted average remaining life was 2.12 years at December 31, 2025.

The leases contain options to extend for periods from 1 year to 5 years.

The cost of such rentals is not included above.

Total rent expense for the years ended December 31, 2025 and 2024 amounted to $ 1.2 million and $ 1.7 million, respectively.

The Company also leases portions of its main office location to third parties.

The amounts included in Occupancy and equipment expense are net of rental income of $ 1.1 million and $ 735,000 for the years ended December 31, 2024 and 2023, respectively.

Future income from non-cancelable lease agreements in effect at December 31, 2024 is as follows (000s omitted):

The Company also leases portions of its deposit branch and its operations center to third parties.

The amounts included in occupancy and equipment expense are net of rental income of $ 1.4 million and $ 1.1 million for the years ended December 31, 2025 and 2024, respectively.

Northpointe Bancshares, Inc.

Note 4 — Bank Premises and Equipment, Net (continued)

Future income from non-cancelable lease agreements in effect at December 31, 2025 is as follows (dollars in thousands):

Thereafter 983

Total $ 7,976

Northpointe Bancshares, Inc.

Note 5 — Mortgage Servicing Rights

Loans serviced for others are not included in the accompanying consolidated balance sheets.

The unpaid principal balances of mortgage loans and other loans serviced for others were approximately $ 1.3 billion and $ 6.9 billion at December 31, 2024 and 2023, respectively.

The right to service loans for others is recognized as a MSR on the balance sheet.

MSRs are recognized either when purchased or when originated loans are sold with servicing retained.

The unpaid principal balances of loans serviced for others under MSRs were approximately $ 1.6 billion and $ 1.2 billion at December 31, 2025 and 2024, respectively.

In addition, approximately $ 3.1 billion and $ 3.0 billion at December 31, 2025 and 2024, respectively, of loans were sub-serviced on behalf of other unaffiliated investors.

The Company has an ongoing relationship to sell servicing rights to a buyer on a routine basis when the loans are sold to the agencies while maintaining a subservicing relationship.

Under this relationship, the servicing is conducted in the name of Northpointe Bank.

The following summarizes the loan servicing fees which are reported in Loan Servicing Fees in the Company’s Consolidated Statements of Income (000s omitted):

The following summarizes the components of loan servicing fees which are reported in loan servicing fees in the Company’s Consolidated Statements of Income as of the periods set forth in the table below (dollars in thousands):

Contractual servicing fees $ 7,681 $ 11,695

1 unchanged sentence

Other fees 3 57

Change in fair value of MSRs and paid in full $ ( 3,020 ) $ ( 3,307 )

Total $ 4,719 $ 8,876

At December 31, 2024 the fair value of mortgage servicing rights was determined using discount rates between 10.0 % and 12.0 %, average cost of servicing between $ 70 and $ 85 per file per year, and a prepayment speed of 9.7 %.

At December 31, 2025 the fair value of MSRs was determined using discount rates between 9.0 % and 11.5 %, average cost of servicing between $ 60 and $ 85 per file per year, and a prepayment speed of 12.1 %.

The following summarizes mortgage servicing rights capitalized and amortized (000s omitted):

Balance – Beginning of year $ 95,339 $ 101,792

Additions 5,004 4,841

The following summarizes mortgage servicing rights capitalized and amortized as of the periods set forth in the table below (dollars in thousands):

Balance – Beginning of period

$ 15,133 $ 95,339

Paid in full loans

( 957 ) ( 1,703 )

Change in fair value

( 2,063 ) ( 1,604 )

Proceeds from sale

Bulk purchases

Loss on sale ( 1,058 ) —

Balance – End of year $ 15,133 $ 95,339

During 2024, the Company did not purchase any mortgage servicing rights.

During 2023, the Company acquired one bulk purchase of mortgage servicing rights with an unpaid principal loan balance of $ 298.0 million for $ 2.7 million in mortgage servicing right assets.

Balance – End of period

$ 17,048 $ 15,133

Northpointe Bancshares, Inc.

Note 5 — Mortgage Servicing Rights (continued)

During April and May 2024, the Company performed one bulk sale of mortgage servicing rights with an unpaid principal balance of $ 5.7 billion.

The associated fair value of the assets and proceeds received of the mortgage servicing rights assets was $ 80.8 million.

Related to this transaction, in April 2024, the Bank repurchased a pool of GNMA delinquent loans with unpaid principal balances totaling $ 36.0 million.

All loans in this pool are guaranteed by the Federal Housing Administration (“FHA”), the Department of Agriculture Rural Development (“RD”) or the department of Veteran Affairs (“VA”).

There were no bulk mortgage servicing rights sales in 2023.

The following table summarizes the hypothetical effect on the fair value of servicing rights using adverse changes of 10.0% and 20.0% to the weighted-average of certain significant assumptions used in valuing these assets (000s omitted):

December 31, 2025 December 31, 2024

Change Actual 10%

1 unchanged sentence

Constant prepayment rate 12.1 % 16,321 15,662 9.7 % 14,606 14,117

Cost to service $ 75 14,947 14,761 $ 72 93,991 92,643

Cost to service (per loan) $ 74 16,813 16,579 $ 75 14,947 14,761

Note 6 — Derivative Financial Instruments

5 unchanged sentences

Forward commitments represent forward contracts, closed held for sale loans with a committed investor, and pair-off contracts.

Interest rate lock commitments, which are included in the commitments to extend credit, represent commitments to lend to customers at predetermined interest rates.

The following table presents the recorded gain/(loss) on derivative financial instruments at December 31 (000s omitted):

Interest rate lock commitments, which are included in the commitments to extend credit in other assets and other liabilities in the consolidated balance sheets with the income offset recorded to gain on sale of loans, net in the consolidated statements of income, represent commitments to lend to customers at predetermined interest rates.

The following table presents the recorded gain/(loss) on derivative financial instruments at period end (dollars in thousands):

Year ended December 31,

1 unchanged sentence

Forward commitments ( 538 ) ( 1,201 )

The following table provide details on the Company’s derivative financial instruments at December 31 (000s omitted):

The following tables provide details on the Company’s derivative financial instruments at December 31, 2025 and 2024 (dollars in thousands):

Notional Amount Asset Liability

6 unchanged sentences

Total $ 292,941 $ 3,396 $ 148

As of December 31, 2025, the counterparty collateral asset balance was $ 42,000 and was included in other assets in the consolidated balance sheets.

There was no counterparty collateral asset balance as of December 31, 2024.

As of December 31, 2025, there was no counterparty collateral liability balance.

As of December 31, 2024, the counterparty collateral liability balance was $ 43,000 , and was included in other liabilities in the consolidated balance sheets.

Northpointe Bancshares, Inc.

Note 6 — Derivative Financial Instruments (continued)

As of December 31, 2024 and 2023, the counterparty collateral asset balance was $ 0 and $ 1.3 million, respectively and was included in other assets in the consolidated balance sheets.

As of December 31, 2024 and 2023, the counterparty collateral liability balance was $ 43,000 and $ 100,000 and was included in accruals and other liabilities in the consolidated balance sheets.

Note 7 — Deposits

The following is a summary of the distribution of deposits at December 31, (000s omitted):

The following is a summary of the distribution of deposits at December 31, (dollars in thousands):

Noninterest-bearing deposits $ 275,974 $ 208,938

5 unchanged sentences

Brokered time deposits totaled $ 2.64 billion and $ 1.82 billion at December 31, 2025 and 2024, respectively.

At December 31, 2024, the scheduled maturities of time deposits are as follows (000s omitted):

Management monitors concentrations in brokered deposits as part of its liquidity risk management practices and believes current levels are appropriate given the Company’s diversified funding sources, liquidity position and balance sheet strategy.

At December 31, 2025, the scheduled maturities of time deposits are as follows (dollars in thousands):

2026 $ 2,898,203

2 unchanged sentences

The Bank has an advance agreement with the FHLB.

At December 31, 2024, the Bank had 34 advances totaling $ 1.3 billion carrying a fixed interest rate ranging between 104 and 484 basis points with scheduled maturities between 4 months and 9.17 years.

The weighted average rate was 3.83 % in 2024.

At December 31, 2023, the Bank had 35 advances totaling $ 1.3 billion carrying a fixed interest rate ranging between 104 and 474 basis points with scheduled maturities between 5 months and 9.3 years.

The weighted average rate was 3.36 % in 2023.

The advances are collateralized by approximately $ 3.2 billion and $ 2.5 billion of mortgage loans and loans held for sale as of December 31, 2024 and 2023, respectively, under an agreement which calls for specific identification of pledged loans.

Included in the above, advances totaling $ 10.0 million and $ 175.0 million are putable advances.

At December 31, 2024, the scheduled maturities of the advances are as follows (000s omitted):

At December 31, 2025, the Bank had 34 advances totaling $ 1.42 billion carrying fixed interest rates ranging between 1.04 % and 4.84 % with scheduled maturities between one month and 8.2 years.

The weighted average rate was 3.91 % at December 31, 2025.

At December 31, 2024, the Bank had 34 advances totaling $ 1.26 billion carrying fixed interest rates ranging between 1.04 % and 4.84 % with scheduled maturities between four months and 9.2 years.

The weighted average rate was 3.83 % at December 31, 2024.

These advances are collateralized by approximately $ 4.0 billion and $ 3.2 billion of mortgage loans (including MPP facilities) and loans held for sale as of December 31, 2025 and 2024, respectively, under an agreement which calls for specific identification of pledged loans.

Included in the above, advances totaling $ 10.0 million as of December 31, 2025 and 2024 were putable advances.

At December 31, 2025, the scheduled maturities of the advances are as follows (dollars in thousands):

2026 $ 420,000

1 unchanged sentence

Total $ 1,422,500

In January 2025, the Bank executed an extinguishment of $ 102.5 million in FHLB advances, recognizing a $ 2.0 million gain on extinguishment as part of the Company's strategy to reduce its wholesale funding ratio.

Northpointe Bancshares, Inc.

Note 8 — Borrowings (continued)

The Bank recognized a $ 1.7 million of gain on debt extinguishment of a $ 50.0 million FHLB advance in the fourth quarter of 2024.

This gain is reported in other noninterest income in the Consolidated Statement of Income.

In January 2025, the Bank executed another extinguishment of $ 102.5 million in FHLB advances, recognizing a $ 2.0 million gain on extinguishment.

The Bank also has a line of credit included under the collateral agreement mentioned above, allowing borrowing up to $ 50.0 million.

The Company also utilizes lines of credit and overnight instruments for its short-term borrowing needs.

That includes a line of credit included under the collateral agreement mentioned above, allowing borrowing up to $ 100.0 million.

The interest rate on the line of credit is a floating rate determined by the FHLB and the line of credit matures on May 12, 2026.

The Bank had no outstanding borrowings on the line of credit at December 31, 2024 and 2023.

The Bank had no outstanding borrowings on the line of credit at December 31, 2025 or 2024.

Overnight borrowing lines had no balance at December 31, 2025 or 2024.

The Company has a $ 20.0 million unsecured line of credit with another financial institution that it utilizes for holding company liquidity needs.

The line of credit carries a floating rate ( 7.37 % at December 31, 2025) and is subject to annual renewal and matures on October 21, 2026.

This line had a balance of $ 17.0 million at December 31, 2025 and no balance at December 31, 2024.

Note 9 — Subordinated Debentures

On September 28, 2018, the Bank issued $ 15.0 million of subordinated notes due October 1, 2028.

The notes were redeemable on October 1, 2023.

Interest payments were due April 1 and October 1 of each year at a fixed rate of 6.875 % through October 1, 2023 and converted to a variable rate of the three-month LIBOR plus 3.765 % with payments due quarterly January 1, April 1, July 1, and October 1 of each year.

The notes included fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index was unavailable.

The alternative index rate was the three-month Secured Overnight Financing Rate (“SOFR”) plus 4.03 %.

All notes in this issuance were redeemed and repaid in January 2025.

On August 22, 2024, the Company issued $ 25.0 million of subordinated notes due September 1, 2034.

The notes become redeemable on September 1, 2029.

Interest payments are due on March 1 and September 1 of each year at a fixed rate of 9.0 % through September 1, 2029 and convert to a variable rate of three-month SOFR plus 5.50 % with payments due quarterly.

On December 9, 2025, the Company issued $ 70.0 million of subordinated notes due December 15, 2035.

The notes become redeemable on December 15, 2030.

Interest payments are due on June 15 and December 15 of each year at a fixed rate of 7.50 % through December 15, 2030 and convert to a variable rate of three-month SOFR plus 4.24 % with payments due quarterly.

On March 12, 2026, the Company issued $ 20.0 million of subordinated notes due March 15, 2036.

The notes become redeemable on March 15, 2031.

Interest payments are due on June 15 and December 15 of each year at a fixed rate of 7.50 % through March 15, 2031 and convert to a variable rate of three-month SOFR plus 4.24 % with payments due quarterly.

As of December 31, 2025, maturities of subordinated debt were as follows (dollars in thousands):

2034 $ 25,000

Less unamortized deferred costs 3,085

Total maturities, net unamortized deferred costs $ 91,915

Northpointe Bancshares, Inc.

Note 10 — Subordinated Debentures Issued through Trusts

Northpointe Statutory Trust I, a business trust, sold 5,000 cumulative preferred securities (trust preferred securities) at $ 1,000 per trust preferred security in a March 17, 2004 pooled offering.

The proceeds from the sale of the trust preferred securities were used by Northpointe Statutory Trust I to purchase an equivalent amount of subordinated debentures from Northpointe Bancshares, Inc.

The subordinated debentures issued by the Company carry a floating rate equal to the three-month CME Term SOFR plus tenor spread adjustment of 0.26161 plus 2.79 % or three-month LIBOR plus 2.79 % (an effective rate of 6.70 % and 7.40 % at December 31, 2025 and 2024, respectively), have a stated maturity of 30 years and, in effect, are guaranteed by Northpointe Bancshares, Inc.

The subordinated debentures include fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable;

however, the alternative index rate must be based on a three-month product.

The subordinated debentures are carried on the consolidated balance sheets as a liability.

The related interest expense, including amortization of the issuance cost, is recorded on the consolidated statements of income.

The securities are redeemable at par after five years .

Distributions on the subordinated debentures are payable quarterly.

Under certain circumstances, distributions may be deferred for up to 20 calendar quarters.

However, during any such deferrals, interest accrues on any unpaid distributions at the stated rate per annum.

Note 11 — Issuance of Preferred Stock

On December 30, 2021, the Company issued $ 25.0 million of 7.25 % Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”), no par value, with a liquidation preference of $ 1,000 per share.

When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual initial coupon rate of 7.25 %, payable quarterly, in arrears.

After the fixed rate period, which ends December 30, 2026, dividends, if declared, are payable at a variable rate equal to the three-month SOFR plus 7.00 %, reset and payable quarterly, in arrears.

On December 29, 2020, the Company issued $ 95.0 million of 8.25 % Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series A, no par value, with a liquidation preference of $ 1,000 per share (“Series A Preferred Stock”).

When, as, and if declared by the board of directors of the Company, dividends were payable at an annual initial coupon rate of 8.25 %, payable quarterly, in arrears.

After the fixed rate period, which would have ended December 30, 2025, dividends, if declared, are payable at a variable rate equal to the three-month SOFR plus 7.99 %, reset and payable quarterly, in arrears.

The cash raised by the Company through these issuances of preferred stock was used as a source of capital for the Bank’s organic growth, and general corporate matters.

During 2024, the Company redeemed 13,000 shares of the Series A Preferred Stock for $ 11.6 million.

On March 31, 2025, the Company redeemed an additional 5,000 shares of the Series A Preferred Stock for $ 4.9 million.

During the fourth quarter of 2025, the Company redeemed the remaining 77,000 shares of Series A Preferred Stock for $ 77.0 million.

Preferred stock dividends and related costs for the year ended December 31, 2025 included a non-recurring special dividend of $ 2.50 per share, totaling $ 255,000 , paid on June 30, 2025 on the Company’s Series A Preferred Stock and the Company’s Series B Preferred Stock.

This special dividend was paid in connection with amendments made to the Company’s Series A Preferred Stock on May 16, 2025 and to the Series B Preferred Stock on May 21, 2025 to extend the registration rights agreements deadlines to January 2, 2026 for the Series A Preferred Stock and to January 2, 2027 for the Series B Preferred Stock.

It also included $ 3.2 million in unamortized debt issuance costs related to the redemption of Series A Preferred Stock.

Northpointe Bancshares, Inc.

Note 12 — Off-balance-sheet Activities

Credit-related Financial Instruments

The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.

These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit.

Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments.

The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At December 31, 2025 and 2024, the following financial instruments were outstanding whose contract amounts represent credit risk (dollars in thousands):

Contract Amount

Commitments to grant loans $ 4,161,523 $ 2,407,551

Unfunded commitments under lines of credit 371,034 334,180

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.

Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

The commitments for equity lines of credit may expire without being drawn upon.

Therefore, the total commitment amounts do not necessarily represent future cash requirements.

The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers.

These lines of credit are collateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

The Company is required to consider expected credit losses associated with unfunded commitments.

Any allowance for unfunded commitment credit exposure is reported in other liabilities on the consolidated balance sheets and is increased or decreased through the provision (benefit) for credit losses on the consolidated statement of income.

The calculated allowance for unfunded commitments was $ 330,000 and $ 385,000 as of December 31, 2025 and 2024, respectively.

Collateral Requirements

To reduce credit risk related to the use of credit-related financial instruments, the Company might deem it necessary to obtain collateral.

The amount and nature of the collateral obtained are based on the Company’s credit evaluation of the customer.

Collateral held varies but may include cash, securities, accounts receivable, inventory, property, plant, and equipment, and real estate.

If the counterparty does not have the right and ability to redeem the collateral or the Company is permitted to sell or re-pledge the collateral on short notice, the Company records the collateral in its consolidated balance sheet at fair value with a corresponding obligation to return it.

Legal Contingencies

Various legal claims also arise from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.

Northpointe Bancshares, Inc.

Note 13 — Employee Benefits

4 unchanged sentences

The Company matches 60 % of participant contributions up to 7 % of gross pay.

The Company’s matching contributions were $ 700,000 and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively.

The Company’s matching contributions were $ 1.2 million and $ 695,000 for the years ended December 31, 2025 and 2024, respectively.

Participants are immediately 100 % vested in salary and rollover contributions and any income or loss thereon.

Vesting in the matching contributions is based on years of service.

Participants vest in contributions made by the Company 20 % after one year of service and another 20 % per year per until they become fully vested after five years of service.

Participants vest in contributions made by the Company 20 % after one year of service and another 20 % per year until they become fully vested after five years of service.

If a participant is not fully vested on their termination date, the non-vested amount is forfeited.

Forfeitures are used to reduce company contributions and/or to pay administrative expenses of the plan.

The ESOP held 951,600 shares and 1,021,600 shares of the Company’s common stock for the years ended December 31, 2024 and 2023, respectively.

During 2024 and 2023, all shares have been allocated to participants.

In 2024, the ESOP did not purchase any shares.

In 2023, the ESOP did not purchase any shares.

During 2024, the Company repurchased 70,000 shares at $ 1.10 per share from the ESOP.

During 2023, the Company purchased 56,000 shares at $ 1.10 per share from the ESOP.

Dividends on ESOP shares are reinvested and allocated to the participants.

The fair value to repurchase the shares held was approximately $ 13.7 million at December 31, 2024 and $ 11.2 million at December 31, 2023.

In connection with the Company’s initial public stock offering, all ESOP shares were converted into registered shares of Northpointe Bancshares, Inc.

and moved from the ESOP to the 401k plan.

The ESOP held 951,600 shares of the Company’s common stock at December 31, 2024.

All shares have been allocated to participants.

The fair value to repurchase the shares held at December 31, 2024 was approximately $ 13.7 million.

The Company has a self-insured medical insurance plan covering all of its eligible employees.

1 unchanged sentence

Losses in excess of the limitation are covered by reinsurance.

Amounts expensed by the Company under the plan were approximately $ 4.6 million and $ 8.1 million for the years ended December 31, 2024 and 2023, respectively, recorded in salaries and employee benefits on the consolidated statement of income.

The Company recorded an accrual of approximately $ 390,000 and $ 528,000 at December 31, 2024 and 2023, respectively, for known claims and estimated claims incurred but not reported, reported in accrued and other liabilities on the consolidated balance sheets.

Amounts expensed by the Company under the plan were approximately $ 6.6 million and $ 4.9 million for the years ended December 31, 2025 and 2024, respectively.

These expenses were recorded in salaries and employee benefits on the consolidated statement of income.

The Company recorded an accrual of approximately $ 389,000 and $ 390,000 at December 31, 2025 and 2024, respectively, for known claims and estimated claims incurred but not reported, reported in other liabilities on the consolidated balance sheets.

Note 14 — Stock Compensation Plans

The Company has three share based compensation plans, which are described below.

No stock option expense was recorded for the years ended December 31, 2024 and 2023.

The stock option plan and stock appreciation rights plan are both legacy plans which the Company does not intend to issue any new shares under after 2024.

The Company has utilized three share based compensation plans, which are described below.

The stock option plan and stock appreciation rights plan are both legacy plans which the Company has not, and does not intend to, issue any new shares under following its 2024 issuance.

The Company has a stock option plan for its non-employee directors, executive officers and certain employees under which options may be granted at not less than the fair value of the underlying stock on the date of the grant.

1 unchanged sentence

Under the stock option plan, the Company may grant options to its directors for up to 500,000 shares of common stock and up to 1,000,000 shares of common stock to its executive officers and certain employees.

No stock option expense was recorded for the years ended December 31, 2025 and 2024.

All options granted expire within 10 years of the date of grant, subject to certain cancellation provisions related to an individual’s affiliation with the Company.

Northpointe Bancshares, Inc.

Note 10 — Stock Compensation Plans (continued)

The calculated value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted average assumptions.

The calculated value of each option award was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted average assumptions.

Expected volatilities are based on similar volatilities of comparable banks.

2 unchanged sentences

Treasury yield curve in effect at the time of grant.

There were no stock option grants in 2024 or 2023.

There were no stock option grants in the years ended December 31, 2025 or 2024.

Northpointe Bancshares, Inc.

Note 14 — Stock Compensation Plans (continued)

A summary of option activity under the Plan for the year ended December 31, 2025 is presented below:

4 unchanged sentences

Forfeited or expired — —

Outstanding at December 31, 2024 19,000 2.00 0.6

Vested at December 31, 2024 19,000 2.00 0.6

Outstanding at December 31, 2025 0 $ — NA

Vested at December 31, 2025 0 $ — NA

The total intrinsic value of the options exercised during the year ended December 31, 2025 was approximately $ 264,000 .

No options were exercised in 2024.

The total intrinsic value of the options outstanding at December 31, 2024 and 2023 was approximately $ 236,000 and $ 718,000 , respectively.

There was no intrinsic value of the options outstanding at December 31, 2025, but was approximately $ 236,000 at December 31, 2024.

As of December 31, 2025 and 2024, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan.

3 unchanged sentences

Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock.

The Bank utilizes a third party valuation service for the measurement of fair value of the Company’s stock price as provided for in the Employee Stock Ownership Plan Report.

On December 24, 2024, the Company terminated 837,500 shares of outstanding executive officer stock appreciation right awards and replaced with 849,530 shares of restricted stock units.

For periods prior to the Company’s initial public offering, the Company utilized a third party valuation service for the measurement of fair value of the Company’s stock price as provided for in the Employee Stock Ownership Plan Report.

A summary of stock appreciation right awards for the year ended December 31, 2025 is as follows:

Stock Awards Number of

Stock Appreciation Right Awards Number of

Shares Weighted

Non-vested at January 1, 2025 545,000 $ 11.00

Granted 400,000 11.23

Exercised ( 235,000 ) 5.12

Vested ( 135,000 ) 8.45

Forfeited or expired ( 20,000 ) 11.73

Outstanding at December 31, 2025 390,000 $ 11.85

The Company also has a restricted stock award plan which was implemented during 2024.

The Company also has a restricted stock award plan which was implemented during 2024, with 4,000,000 shares initially authorized under the plan.

Restricted stock awards generally have vesting periods of three years with vesting at the rate of one-third each year.

3 unchanged sentences

Note 14 — Stock Compensation Plans (continued)

A summary of changes in the Company’s nonvested restricted stock awards for the year follows ($000s omitted):

A summary of changes in the Company’s nonvested restricted stock awards for the year ended December 31, 2025 follows (dollars in thousands for aggregate intrinsic value):

Nonvested Stock Awards Number of

Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value

Shares Weighted Average Grant-Date Fair Value

Outstanding at January 1, 2025 849,530 $ 14.40

Granted 164,000 13.50

Exercised — — —

Forfeited or expired — — —

Vested ( 246,840 ) 14.40

Forfeited — —

Outstanding at December 31, 2025 766,690 $ 14.21

Compensation cost related to restricted stock awards totaled $ 177,000 and $ 0 for 2024 and 2023, respectively.

As of December 31, 2024, there was $ 12.1 million of total remaining compensation cost related to nonvested restricted stock awards granted under the Company’s stock-based compensation plans.

The cost is expected to be recognized over a weighted-average period of 3.6 years.

There were no vesting of restricted stock awards during 2024 or 2023.

Note 11 — Subordinated Debentures

On February 13, 2017, the Company issued $ 8.5 million of subordinated notes due March 1, 2027.

All notes were redeemed and repaid on December 1, 2023.

On September 27, 2017, the Company issued $ 8.75 million of subordinated notes due September 30, 2027.

All notes were redeemed and repaid on October 1, 2023.

On September 28, 2018, the Bank issued $ 15.0 million of subordinated notes due October 1, 2028.

The notes are redeemable on October 1, 2023.

Interest payments are due April 1 and October 1 of each year at a fixed rate of 6.875 % through October 1, 2023 and converted to a variable rate of the three-month LIBOR plus 3.765 % with payments due quarterly January 1, April 1, July 1, and October 1 of each year.

The notes include fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable.

The alternative index rate is three-month CME Term SOFR plus 4.03 % (an effective rate of 8.718 % as of December 31, 2024).

The cash raised by the Bank was used as a source of capital for the Bank’s organic growth.

All notes were redeemed and repaid in January 2025.

On September 9, 2019, the Company issued $ 20.0 million of subordinated notes due September 30, 2029.

The notes become redeemable on September 30, 2024.

Interest payments are due March 30 and September 30 of each year at a fixed rate of 6.0 % through September 30, 2024 and convert to a variable rate of the three-month SOFR plus 4.905 % with payments due quarterly March 30, June 30, September 30, and December 30 of each year.

In the event three-month SOFR is less than zero, three-month term SOFR shall be deemed to be zero.

The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters.

All notes were redeemed in and repaid in 2024.

On August 22, 2024, the Company issued $ 25.0 million of subordinated notes due September 1, 2034.

The notes become redeemable on September 1, 2029.

Interest payments are due on March 1 and September 1 of each year at a fixed rate of 9.0 % through September 1, 2029 and convert to a variable rate of three month SOFR plus 5.50 % with payments due quarterly.

The cash raised by the Bank was used as a source of capital for the Bank’s organic growth.

As of December 31, 2024, maturities of subordinated debt were as follows (000s omitted):

2025 $ 15,000

Less unamortized deferred costs 1,067

Total maturities, net unamortized deferred costs $ 38,933

Northpointe Bancshares, Inc.

Note 12 — Subordinated Debentures Issued through Trusts

Northpointe Statutory Trust I, a business trust, sold 5,000 cumulative preferred securities (trust preferred securities) at $ 1,000 per trust preferred security in a March 17, 2004 pooled offering.

The proceeds from the sale of the trust preferred securities were used by Northpointe Statutory Trust I to purchase an equivalent amount of subordinated debentures from Northpointe Bancshares, Inc.

The subordinated debentures issued by the Company carry a floating rate equal to the three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 2.79 % or three-month LIBOR plus 2.79 % (an effective rate of 7.74 % and 8.38 % at December 31, 2024 and 2023, respectively), have a stated maturity of 30 years and, in effect, are guaranteed by Northpointe Bancshares, Inc.

The subordinated debentures include fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable;

however, the alternative index rate must be based on a three-month product.

The proceeds from the offering of the subordinated debentures were used to inject capital into the Bank.

The subordinated debentures are carried on the consolidated balance sheets as a liability.

The related interest expense, including amortization of the issuance cost, is recorded on the consolidated statements of income.

The securities are redeemable at par after five years .

Distributions on the subordinated debentures are payable quarterly.

Under certain circumstances, distributions may be deferred for up to 20 calendar quarters.

However, during any such deferrals, interest accrues on any unpaid distributions at the stated rate per annum.

Note 13 — Issuance of Preferred Stock

On December 30, 2021, the Company issued $ 25.0 million of 7.25 % Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series B, no par value, with a liquidation preference of $ 1,000 per share.

When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual rate of 7.25 %, payable quarterly, in arrears.

The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters.

When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual rate of 8.25 %, payable quarterly, in arrears.

The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters.

During 2024, the Company redeemed 13,000 shares for $ 11.6 million.

Note 14 — Off-balance-sheet Activities

Credit-related Financial Instruments

The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.

These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit.

Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments.

The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At December 31, 2024 and 2023, the following financial instruments were outstanding whose contract amounts represent credit risk (000s omitted):

Contract Amount

Commitments to grant loans $ 2,407,551 $ 3,373,318

Unfunded commitments under lines of credit 334,180 293,128

Northpointe Bancshares, Inc.

Note 14 — Off-balance-sheet Activities (continued)