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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-28 · 50 added, 30 removed, 160 unchanged (33% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures.

Under the supervision of and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act), as of December 31, 2024.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s are designed to do, and management necessarily was required to apply its judgment in evaluating whether the benefits of the controls and procedures that the Company adopts outweigh their costs.

Our management, including our CEO and CFO, after evaluating the effectiveness of the Company's disclosure controls and procedures, have concluded that, as of December 31, 2025, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the Commission's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

Other than the remediated material weakness identified by management and described below, there were no changes to the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(e) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes to the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(e) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

5 unchanged sentences

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the Company have been detected.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In reporting the Company’s December 31, 2023 consolidated financial statements in the Company’s registration of shares on Form S-1, the Company’s management identified a material weakness related to controls around financial reporting of mortgage banking income that allowed gains from establishment of mortgage servicing rights to be reported as part of loan servicing income rather than gain on sale of loans.

During the fourth quarter of 2024, the Company implemented a remediation plan to address the material weakness which included additional management review and system checks prior to closing each month’s financial records.

During the fourth quarter of 2024, management performed procedures to ensure all reclassifications were made and revised amounts and disclosures were accurate in the Form 10-K at December 31, 2024 and 2023.

As of December 31, 2024, the enhanced suite of controls associated with reporting mortgage banking income appear to be adequate and the aforementioned material weakness was considered to be remediated.

Company management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on this assessment, management

concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024 based on those criteria.

Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025 based on those criteria.

Other Information

6 unchanged sentences

The Company believes that our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Report.

A copy of the Company’s insider trading policy was filed as Exhibit 19 in the Company’s 2024 Annual Report on Form 10-K and is incorporated herein by reference.

Executive Compensation

11 unchanged sentences

Omnibus Incentive Plan.

The number of shares reflected in column (c ) above with respect to the Northpointe Bancshares, Inc.

The number of shares reflected in column (c ) above regarding the Northpointe Bancshares, Inc.

Omnibus Incentive Plan represents shares that may be issued other than upon the exercise of an outstanding option, warrant or right.

18 unchanged sentences

Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this report, may reflect the parties’ negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, may not be true as of the date of this report or any other date, and may be subject to waivers by any or all of the parties.

Where exhibits and schedules to agreements filed or incorporated by reference as Exhibits hereto are not included in these Exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.

Where exhibits and schedules to agreements are filed or incorporated by reference as Exhibits hereto are not included in these Exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.

The following Exhibits are attached hereto or incorporated by reference herein (unless indicated otherwise, all documents referenced below were filed pursuant to the Exchange Act by Northpointe Bancshares, Inc.:

4 unchanged sentences

Here incorporated by reference.

3.2 A mended and Restated Bylaws.

Previously filed with the Commission on February 7, 2025 in Northpointe Banc shares , Inc .

’ s Form S-1, Ex hibit 3.2.

3.2 Amended and Restated Bylaws.

Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 3.2.

Here incorporated by reference.

3 unchanged sentences

Here incorporated by reference.

4.3 Form of Depository Receipt for Series A Preferred Stock Pre viously filed with the Commission on February 7 , 2025 in N orthpointe Bancshares, Inc .

’ s Form S-1, Exhibit 4.2.

Here incorpor ated by reference.

4.3 Form of Depository Receipt for Series A Preferred Stock Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.2.

Here incorporated by reference.

4.4 Deposit Agreement, dated December 30, 2021, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and the holders from time to time of the depository receipts described therein.

16 unchanged sentences

Here incorporated by reference.

The other instruments defining the rights of the long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request.

4.10 First Amendment to Registration Rights Agreement, dated May 16, 2025, by and between the Company and the purchasers named therein.

Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1.

Here incorporated by reference.

4.11 First Amendment to Registration Rights Agreement, dated May 21, 2025, by and between the Company and the purchasers named therein.

Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.2.

Here incorporated by reference.

4.12 Form of 7.50% Fixed-to-Floating Rate Subordinated Note due 2035.

Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 4.1.

Here incorporated by reference.

10.1 * Northpointe Bancshares, Inc.

16 unchanged sentences

10.5* Employment Agreement between Northpointe Bancshares, Inc.

Christel, dated as of March 22, 2017.

Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.5.

Butler, dated as of June 26, 2025.

Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10-Q, Exhibit 10.1.

Here incorporated by reference.

10.6 * Employment Agreement between Northpointe Bancshares, Inc.

and Kevin Comps, dated as of October 1, 2020.

Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.6.

Christel, dated as of June 26, 2025.

Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.2.

Here incorporated by reference.

10.7* Offer Letter between Northpointe Bancshares, Inc.

and Bradley Howes, dated as of October 5, 2023.

Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.7.

10.7 * Employment Agreement between Northpointe Bancshares, Inc.

Comps, dated as of June 26, 2025.

Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.3.

Here incorporated by reference.

10.8* Employment Agreement between Northpointe Bancshares, Inc.

and Bradley T.

Howes, dated as of June 26, 202 5 .

Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q , Exhibit 10.

Here incorporated by reference.

10.9 Securities Purchase Agreement, dated May 30, 2019, by and between the Company and Castle Creek Capital Partners VII, LP.

4 unchanged sentences

Here incorporated by reference.

10.11 Form of Subordinated Note Purchase Agreement, dated as of December 9, 2025, by and among Northpointe Bancshares, Inc.

and the purchasers.

Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1.

Here incorporated by reference.

19 Insider Trading Policy.

21 Subsidiaries of Northpointe Bancshares, Inc.

Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, Exhibit 19.

Here incorporated by reference.

21 Subsidiary of Northpointe Bancshares, Inc.

23.1 Consent of RSM US LLP

4 unchanged sentences

97.1 Company Clawback Policy.

Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 , Exhibit 97.

Here incorporated by reference.

101 Interactive Data File

4 unchanged sentences

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

The other instruments defining the rights of the long-term debt securities of the Registrant and its subsidiary are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request.

(b) Exhibits.

16 unchanged sentences

/s/ Charles A.

Williams Founder, Chairman and Chief Executive Officer and

Williams Founder, Chairman, Chief Executive Officer and

Director March 27, 2026

Williams (Principal Executive Officer)

Comps President March 28, 2025

Comps President and Secretary March 27, 2026

/s /Bradley T.

5 unchanged sentences

Boer Director March 27, 2026

/s/ Rajeev Chaudhary Director March 27, 2026

Rajeev Chaudhary

/s/ Robert W.

5 unchanged sentences

Eggemeyer III

Hood Director March 27, 2026

Hooker Director March 27, 2026

Lawrence Director March 27, 2026

Tuttle Director March 27, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures