NORTHPOINTE BANCSHARES INC 10-K

Item 8. Financial Statements and Supplementary Data Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) F-2 Consolidated Balance Sheets as of December 31 , 202 5 and 202 4 F-3 C onsolidated Statements of Income for the Years Ended December 31, 202 5 and 202 4 F-4 C onsolidated Statements of Comprehensive Income for the Years Ended December 31, 202 5 and 202 4 F-5 C onsolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 and 202 4 F-6 C onsolidated Statements of Cash Flows for the Years Ended December 31, 202 5 and 202 4 F-7 N otes to the Consolidated Financial Statements F-8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and the Board of Directors Northpointe Bancshares, Inc. and Subsidiary Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Northpointe Bancshares, Inc. and Subsidiary (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for the years then ended and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RSM US LLP We have served as the Company's auditor since 2022. Philadelphia, Pennsylvania March 27, 2026 F-2 Table of Contents Northpointe Bancshares, Inc. Consolidated Balance Sheets December 31, 2025 and 2024 (Dollars in thousands) 2025 2024 Assets Cash and cash equivalents $ 496,459 $ 376,295 Equity securities 1,347 1,305 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 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 ( 10,435 ) ( 11,190 ) Net loans 6,011,092 4,416,564 Mortgage servicing rights ("MSR"), at fair value 17,048 15,133 Intangible assets, net 1,513 2,099 Premises and equipment 27,571 27,292 Other assets 73,735 90,100 Total Assets $ 7,022,825 $ 5,224,011 Liabilities and Stockholders' Equity Liabilities Deposits: Noninterest-bearing $ 275,974 $ 208,938 Interest-bearing 4,593,693 3,213,617 Total deposits 4,869,667 3,422,555 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 Other liabilities 43,915 32,806 Total Liabilities 6,453,783 4,761,521 Stockholders' Equity Preferred Stock Non-Cumulative - No Par Value; 5,000,000 shares authorized 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 - 34,494,116 and 25,684,560 shares at December 31, 2025 and 2024, respectively Additional paid in capital 204,875 166,847 Retained earnings 364,366 295,967 Accumulated other comprehensive loss ( 199 ) ( 324 ) Total Stockholders' Equity 569,042 462,490 Total Liabilities and Stockholders' Equity $ 7,022,825 $ 5,224,011 See notes to consolidated financial statements. F-3 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Income Years Ended December 31, 2025 and 2024 (Dollars in thousands, except per share data) 2025 2024 Interest Income Loans - including fees $ 351,238 $ 285,490 Investment securities - taxable 463 637 FHLB stock - taxable 6,513 6,399 Interest bearing deposits 21,990 25,006 Total interest income 380,204 317,532 Interest Expense Deposits 176,739 151,125 Subordinated debentures 3,138 3,886 Borrowings 49,588 48,306 Total interest expense 229,465 203,317 Net interest income 150,739 114,215 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 Service charges on deposits and other fees 890 1,813 Loan servicing fees 4,719 8,876 Mortgage Purchase Program ("MPP") fees 6,022 5,418 Net gain on sale of loans 77,198 56,688 Other noninterest income 2,151 128 Total noninterest income 90,980 72,923 Noninterest expense Salaries and employee benefits 90,171 77,791 Occupancy and equipment 3,449 4,454 Data processing expense 8,726 8,960 Professional fees 6,235 4,139 Other taxes and insurance 7,584 7,024 Other noninterest expense 13,063 12,222 Total noninterest expense 129,228 114,590 Income - before income taxes 110,393 72,876 Income tax expense 26,984 17,717 Net income 83,409 55,159 Preferred stock dividends and related costs 11,791 7,997 Net income available to common stockholders $ 71,618 $ 47,162 Basic earnings per common share $ 2.14 $ 1.83 Diluted earnings per share $ 2.11 $ 1.83 See notes to consolidated financial statements. F-4 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, 2025 and 2024 (Dollars in thousands) 2025 2024 Net income $ 83,409 $ 55,159 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 Less: 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 See notes to consolidated financial statements. F-5 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Changes in Stockholders’ Equity Years Ended December 31, 2025 and 2024 (Dollars in thousands) Preferred Stock, Series A Shares Preferred Stock, Series B Shares Common Stock, Number of Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Balance - January 1, 2024 95,000 25,000 25,689,560 $ 180,046 $ 251,375 $ ( 801 ) $ 430,620 Net income — — — — 55,159 — 55,159 Other comprehensive income — — — — — 477 477 Dividends declared ($ 0.100 per share) — — — — ( 2,569 ) — ( 2,569 ) 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 Other comprehensive income — — — — — 125 125 Dividends declared ($ 0.100 per share) — — — — ( 3,219 ) — ( 3,219 ) Preferred stock - repurchase ( 82,000 ) — — ( 78,595 ) ( 3,577 ) — ( 82,172 ) 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 Preferred stock dividends — — — — ( 8,214 ) — ( 8,214 ) Balance - December 31, 2025 — 25,000 34,494,116 $ 204,875 $ 364,366 $ ( 199 ) $ 569,042 See notes to consolidated financial statements. F-6 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2025 and 2024 (Dollars in thousands) 2025 2024 Cash Flows from Operating Activities Net income $ 83,409 $ 55,159 Adjustments to reconcile consolidated net income to net cash and cash equivalents provided by operating activities: Depreciation 2,486 2,828 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 debt issuance costs 293 458 Net gain on sale of loans ( 77,198 ) ( 56,688 ) Proceeds from sales of loans held for sale 2,252,709 1,936,597 Origination of mortgage loans held for sale ( 2,248,295 ) ( 1,878,051 ) Net (gain) loss on sales of other real estate ( 167 ) 281 Net loss on disposal of premises and equipment — 228 Net loss on sale of mortgage servicing rights — 1,058 Net gain on sale of available for sale debt securities — ( 83 ) 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 Change in mortgage banking derivatives 1,081 ( 3,018 ) Net change in: Other assets 16,432 ( 17,474 ) Other liabilities 9,655 ( 4,346 ) Net cash and cash equivalents provided by operating activities 44,291 19,809 Cash Flows from Investing Activities Purchase of FHLB stock ( 10,535 ) ( 2,087 ) Proceeds from sale of available for sale debt securities 4,000 10,887 Purchase of available for sale debt securities — ( 4,000 ) 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 Purchases of premises and equipment ( 2,765 ) ( 1,052 ) Net increase in loans ( 1,624,946 ) ( 547,182 ) 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 ) Cash Flows from Financing Activities Net change in deposits 1,447,112 496,997 Cash dividends paid on common stock ( 3,219 ) ( 2,569 ) Subordinated debt call and repayment ( 15,000 ) ( 20,000 ) Subordinated debt issuance, net of costs 67,689 24,107 Advances of FHLB borrowings 1,197,500 355,000 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 ) Proceeds from exercised stock options 38 155 Net cash and cash equivalents provided by financing activities 1,705,617 462,831 Net increase in cash and cash equivalents 120,164 24,405 Cash and cash equivalents - beginning of year 376,295 351,890 Cash and cash equivalents - end of year $ 496,459 $ 376,295 See notes to consolidated financial statements. Consolidated Statements of Cash Flows (Continued) Years Ended December 31, 2025 and 2024 (Dollars in thousands) Supplemental cash flow information 2025 2024 Cash paid for: Interest $ 220,951 $ 202,362 Income taxes 28,796 43,352 Non-cash supplemental information: 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 at fair value 13,848 179,805 Loans transferred from loans to loans held for sale at fair value 40,262 74,921 F-7 Table of Contents Northpointe Bancshares, Inc. 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 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. 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. and its wholly owned subsidiary, Northpointe Bank (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation. Significant Group Concentrations of Credit Risk 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”) and its mortgage advance program. 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 Some items in the prior year consolidated financial statements were reclassified to conform to the current presentation. These reclassifications had no impact on prior year net income or stockholders’ equity. F-8 Table of Contents Northpointe Bancshares, Inc. 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, 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. 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. 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. Cash and Cash Equivalents For the purpose of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, cash items in process of collection, balances due from other financial institutions and federal funds sold which mature within 90 days. The Company maintains its cash in deposits accounts, the balance of which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to any significant credit risk on cash and cash equivalents. F-9 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Securities 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. 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. 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. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available for sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any credit losses that have not been recorded through an allowance for credit losses are recognized in other comprehensive (loss) income. 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 $ 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 Loans originated and intended for sale in the secondary market are carried at fair value in accordance with the fair value option. Net unrealized gains and losses are recognized in net gain on sale of loans in the accompanying consolidated statements of income. 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. 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. 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 Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets with servicing retained. The Company has adopted the fair value method of accounting for capitalized mortgage loan servicing rights pursuant to FASB Accounting Standards Codification topic 860 — “Transfers and Servicing”. Management obtains a third-party valuation on the servicing assets portfolio on a monthly basis. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. 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. F-10 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Mortgage Banking Derivatives and Financial Instruments The Company enters into various derivative contracts and holds financial instruments to manage risk associated with the loans originated with the intention to sell on the secondary market. The Company has not designated any of the derivatives as hedging instruments. All derivatives are recorded at fair value with the change in fair value impacting net gain on sale of loans. 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. 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. This includes contracts to deliver mortgages entered into on a “best efforts” basis, which otherwise do not meet the criteria of a derivative. The Company has elected to record at fair value the best efforts contracts under the fair value option with the change in fair value impacting net gain on sale of loans. 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. 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. 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 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. 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, 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. 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. F-11 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Lender Risk Account 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, 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. The fair value of the LRA was $ 30.4 million and $ 28.4 million at December 31, 2025 and 2024, respectively. See Note 18 for a description of the methods and assumptions used to determine fair value at December 31, 2025 and 2024. Loans 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. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off and where the fair value option has not been elected are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Accrued interest receivable for loans is included in other assets on the Company’s consolidated balance sheet. 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 $ 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. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. 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 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. F-12 Table of Contents 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. The allowance is measured on a collective or pool basis when similar risk characteristics exist or on an individual basis when loans have unique risk characteristics which differentiate them from other loans within the loan segment. The process for estimating credit losses incorporates methodologies and procedures specific to the residential and commercial loan portfolios, each of which has unique risk characteristics. Each of these portfolios is further disaggregated into loan segments, which are discussed in more detail below. 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, 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. Factors considered by management in determining credit losses include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as individually evaluated. 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 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 Each quarter, management also considers the need to adjust historical loss rates as determined to reflect the extent to which current conditions and reasonable and supportable economic forecasts are expected to differ or where specific risks and uncertainties are not fully captured by the quantitative model. These qualitative adjustments may increase or decrease the estimate of expected future credit losses. 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. F-13 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Residential Loan Segments Construction and land development: Construction and land development loans consist of loans to individuals for the construction of their primary residences. Loans to individuals for the construction of their residences typically run for up to 12 or 18 months and then convert to permanent loans. These construction loans have rates and terms comparable to one-to-four family loans. During the construction phase, the borrower pays interest only. The maximum loan-to-value ratio of owner-occupied single-family construction loans is 80%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential loans. Construction loans generally are made for relatively short terms. However, to the extent construction loans are not made to owner-occupants of single-family homes, they are more vulnerable to changes in economic conditions and the concentration of credit with a limited number of borrowers. Further, the nature of these loans is such that they are more difficult to evaluate and monitor. The risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value upon timely completion of the project and the estimated cost (including interest) of the project. Home equity lines of credit: 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. Home equity products in a secondary lien position are limited to 85% of the property value less any superior liens. The Company uses the same underwriting standards for home equity lines of credit as it uses for one-to-four family residential mortgage loans. Home equity lines of credit provide for an initial draw period of up to ten years. Home equity loans are susceptible to weakening general economic conditions and increase in unemployment rates and declining real estate values. Closed end, first and second liens: Closed end, first and second liens consist of one-to-four family residential loans which are primarily loans secured by first or second liens or mortgages on primary residences. The Company originates adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a mortgage. These loans are collateralized by owner-occupied properties. Loans on one-to-four-family residential real estate are generally originated in amounts of up to 90% for owner-occupied one-to-four family homes and up to 85% for non-owner occupied homes. Mortgage title insurance and hazard insurance are normally required. Such loans are susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values. Commercial Loan Segments Commercial: Commercial business loans and lines of credit consist of loans to small- and medium- sized companies in the Company’s market area. Commercial business loans are generally used for working capital purposes. Risk to this category include declining valuation of collateral and weakening general economic conditions. MPP: 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. The MPP business is susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values. Unfunded Loan Commitments The Company is also required to consider expected credit losses associated with loan commitments over the contractual period in which it is exposed to credit risk on the underlying commitments unless the obligation is unconditionally cancellable by the Company. Any allowance for off balance sheet credit exposure is reported in other liabilities on the Company’s consolidated balance sheets and is increased or decreased by provision for credit losses on the Company’s consolidated statement of income. The calculation uses the same methodology, inputs, and assumptions as the funded portion of the loans at the segment level applied to the amount of commitments expected to be funded. Off-balance-sheet Instruments In the ordinary course of business, the Company may enter into commitments under commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded. There were no letter of credit commitments as of December 31, 2025 or 2024. F-14 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Bank Premises and Equipment, net Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation, computed on the straight-line method, is charged to occupancy and equipment expense in the Consolidated Statements of Income over the estimated useful lives of the assets ranging from 1 to 40 years. Leasehold improvements are amortized over the terms of their respective leases or the estimated useful lives of the improvements, whichever is shorter. 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. 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. Leases 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. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. 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 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 The Company sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to investors are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures and are sold on a nonrecourse basis. The Company’s agreements to sell residential mortgage loans usually require general representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability, which if subsequently untrue or breached, could require the Company to indemnify or repurchase certain loans affected. 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 $ 2.1 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 The Company recognizes compensation cost for equity-based compensation for all new or modified grants. The recognized costs are based on the fair value of the equity-based awards granted and are recognized over the vesting period. Comprehensive Income Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. 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. F-15 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) Income Taxes Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the various temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. 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. The Company evaluates the realization of the deferred tax assets based on future taxable income, among other things. In the event that the deferred tax asset has been determined to not be realizable, a valuation allowance is established. Transfers of Financial Assets Transfers of financial assets 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. Intangible Assets Intangible assets subject to amortization are amortized over the estimated life, using a method that approximates the time the economic benefits are realized by the Company. Intangible assets are reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company acquired certain retail lending offices from an unaffiliated company during 2018. This acquisition enabled the Company to expand its geographical footprint of retail lending offices. 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 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 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. Earnings Per share Basic earnings per share represent net income available to common stockholders divided by the weighted- average number of common shares outstanding during each period. Diluted earnings per share reflect additional potential shares that would have been outstanding if dilutive potential common stock had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common stock that may be issued by the Company is determined using the treasury stock method. F-16 Table of Contents Northpointe Bancshares, Inc. Note 1 — Summary of Significant Accounting Policies (continued) New Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes: Improvement to Income Tax Disclosures (Topic 740).” This ASU requires entities to disclose specific categories in the rate reconciliations and provide additional information for reconciling items that meet a quantitative threshold. The ASU requires all entities to disclose the amount of income taxes paid, disaggregated by federal state and foreign taxes, the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal or greater than 5% of total income taxes paid. 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 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): Disaggregation of Income Statement Expenses. The amendments in this ASU require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. The ASU is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is allowed. The ASU can be applied prospectively. The Company is currently assessing the impact of the update and its operations, financial position, and disclosures. Subsequent Events The consolidated financial statements and related disclosures include evaluation of events through the date the consolidated financial statements were issued. F-17 Table of Contents 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 Gains Losses 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 Gains Losses 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 Loss Fair Value Unrealized Loss 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 Loss Fair Value Unrealized Loss 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 Within 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 F-18 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses 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 Commercial 15,521 8,013 MPP 3,424,935 1,710,820 Total loans 6,014,346 4,418,723 Less: Allowance for credit losses 10,435 11,190 Net deferred loan (cost)/fees ( 7,181 ) ( 9,031 ) Net loans $ 6,011,092 $ 4,416,564 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 Residential Commercial MPP Unallocated Total Beginning balance $ 10,468 $ 32 $ 684 $ 6 $ 11,190 Charge-offs ( 3,217 ) — — — ( 3,217 ) Recoveries 301 8 — — 309 Provision (benefit) 1,447 21 686 ( 1 ) 2,153 Ending balance $ 8,999 $ 61 $ 1,370 $ 5 $ 10,435 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 $ 11,742 $ 51 $ 458 $ 44 $ 12,295 Charge-offs ( 2,593 ) — — — ( 2,593 ) Recoveries 478 129 — — 607 Provision (benefit) 841 ( 148 ) 226 ( 38 ) 881 Ending balance $ 10,468 $ 32 $ 684 $ 6 $ 11,190 F-19 Table of Contents 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): 2025 2024 Beginning balance $ 385 $ 1,594 Charge-offs — — Recoveries — — Provision (benefit) ( 55 ) ( 1,209 ) Ending balance $ 330 $ 385 Nonaccrual Loans 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 Nonaccrual with No Allowance Nonaccrual with Allowance Total Nonaccrual Over 90 days Accruing Total Residential: Construction and land development $ 4,501 $ 1,248 $ 5,749 $ 1,329 $ 7,078 Home equity lines of credit 10,905 2,763 13,668 588 14,256 Closed end, first liens 40,381 9,423 49,804 4,422 54,226 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 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, 2024 (dollars in thousands): December 31, 2024 Nonaccrual with No Allowance Nonaccrual with Allowance Total Nonaccrual Over 90 days Accruing Total Residential: Construction and land development $ 2,583 $ 1,650 $ 4,233 $ — $ 4,233 Home equity lines of credit 8,420 2,387 10,807 200 11,007 Closed end, first liens 36,192 11,514 47,706 4,020 51,726 Closed end, second liens 287 1,247 1,534 31 1,565 Total $ 47,482 $ 16,798 $ 64,280 $ 4,251 $ 68,531 The Bank has not recognized any material interest income on nonaccrual loans during the years ended December 31, 2025 or 2024. F-20 Table of Contents 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 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, 2025 and 2024 was as follows (dollars in thousands): December 31, 2025 Collateral Type Real Estate Other Allowance Allocated Residential: Construction and land development $ 4,501 $ — $ — Home equity lines of credit 12,864 — 130 Closed end, first liens 41,844 — 26 Closed end, second liens 1,105 — 9 Commercial 154 $ — — Total $ 60,468 $ — $ 165 December 31, 2024 Collateral Type Real Estate Other Allowance Allocated Residential: Construction and land development $ 3,066 $ — $ 4 Home equity lines of credit 9,748 — 40 Closed end, first liens 45,340 — 341 Closed end, second liens 469 — 114 Commercial 118 $ — — Total $ 58,741 $ — $ 499 Age Analysis of Loans 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 30 - 59 Days Past Due 60 - 89 Days Past Due Greater than 90 Days Total Past Due Current Total Loans Residential: Construction and land development $ 4,540 $ 2,135 $ 5,623 $ 12,298 $ 135,250 $ 147,548 Home equity lines of credit 4,187 916 10,944 16,047 769,936 785,983 Closed end, first liens 21,994 7,568 38,751 68,313 1,329,394 1,397,707 Closed end, second liens 1,857 1,090 1,105 4,052 67,203 71,255 Commercial 55 — 153 208 15,313 15,521 MPP — — — — 3,424,935 3,424,935 Total $ 32,633 $ 11,709 $ 56,576 $ 100,918 $ 5,742,031 $ 5,842,949 F-21 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) December 31, 2024 30 - 59 Days Past Due 60 - 89 Days Past Due Greater than 90 Days Total Past Due Current Total Loans Residential: Construction and land development $ 3,321 $ 847 $ 2,935 $ 7,103 $ 209,853 $ 216,956 Home equity lines of credit 4,161 1,826 8,639 14,626 696,541 711,167 Closed end, first liens 26,555 6,412 33,766 66,733 1,459,810 1,526,543 Closed end, second liens 716 667 435 1,818 79,478 81,296 Commercial 79 — 118 197 7,816 8,013 MPP — — — — 1,710,820 1,710,820 Total $ 34,832 $ 9,752 $ 45,893 $ 90,477 $ 4,164,318 $ 4,254,795 Modifications to Borrowers Experiencing Financial Difficulty On occasion, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, interest rate reductions, or payment delays. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. In some cases, the Company provides multiple types of concessions on one loan. 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. 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. F-22 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) Credit Quality Indicators The Company categorized each loan into credit risk categories based on current financial information, overall debt service coverage, comparison against industry averages, collateral coverage, historical payment experience, and current economic trends. Residential real estate is evaluated for credit risk based on performing or non-performing classification. The Company uses the following definitions for credit risk ratings: Performing Residential real estate credits not covered by the non-performing definition below. Non-performing Residential real estate loans classified as non-performing are generally loans on nonaccrual status. Pass Commercial credits not covered by the definitions below are pass credits, which are not considered to be adversely rated. Special Mention Loans classified as special mention, or watch credits, have a potential weakness or weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution may sustain some loss if the deficiencies are not corrected. F-23 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) 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 Loans Amortized Cost Basis Total Construction and land development: Performing $ 3,640 $ 6,073 $ 35,304 $ 46,608 $ 33,323 $ 16,851 $ — $ 141,799 Nonperforming — 176 1,817 2,490 773 493 — 5,749 Total 3,640 6,249 37,121 49,098 34,096 17,344 — 147,548 Gross charge-offs — — 43 303 30 22 — 398 Home equity lines of credit: Performing — — — — — — 772,315 772,315 Nonperforming — — — — — — 13,668 13,668 Total — — — — — — 785,983 785,983 Gross charge-offs — 2 230 416 21 — — 669 First liens, closed end loans: Performing 10,612 31,083 73,710 990,798 139,513 102,187 — 1,347,903 Nonperforming 155 2,795 6,834 31,277 3,239 5,504 — 49,804 Total 10,767 33,878 80,544 1,022,075 142,752 107,691 — 1,397,707 Gross charge-offs — 148 220 1,471 74 6 — 1,919 Second liens, closed end loans: Performing 3,112 4,229 11,767 29,114 7,812 13,665 — 69,699 Nonperforming — 252 431 315 232 326 — 1,556 Total 3,112 4,481 12,198 29,429 8,044 13,991 — 71,255 Gross charge-offs — — 113 4 114 — — 231 Commercial: Risk Rating Pass — — — — — 312 15,000 15,312 Special mention — — — — — 55 — 55 Substandard — — — — — 154 — 154 Total — — — — — 521 521 15,000 15,521 Gross charge-offs — — — — — — — — MPP: Risk Rating Pass — — — — — — 3,424,935 3,424,935 Special mention — — — — — — — — Total — — — — — — 3,424,935 3,424,935 Gross charge-offs — — — — — — — — Grand total $ 17,519 $ 44,608 $ 129,863 $ 1,100,602 $ 184,892 $ 139,547 $ 4,225,918 $ 5,842,949 Grand total gross charge-offs $ — $ 150 $ 606 $ 2,194 $ 239 $ 28 $ — $ 3,217 There were no revolving loans converted to term loans during 2025. F-24 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) 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 Loans Amortized Cost Basis Total Construction and land development Performing $ 15,270 $ 64,713 $ 70,314 $ 38,369 $ 13,447 $ 10,610 $ — $ 212,723 Nonperforming — 1,893 2,012 181 — 147 — 4,233 Total 15,270 66,606 72,326 38,550 13,447 10,757 — 216,956 Gross charge-offs — 268 638 — — — — 906 Home equity lines of credit: Performing — — — — — — 700,360 700,360 Nonperforming — — — — — — 10,807 10,807 Total — — — — — — 711,167 711,167 Gross charge-offs — 126 598 486 — 8 — 1,218 First liens, closed end loans: Performing 55,893 95,908 1,055,560 157,222 42,292 71,962 — 1,478,837 Nonperforming 839 5,274 30,919 3,286 2,855 4,533 — 47,706 Total 56,732 101,182 1,086,479 160,508 45,147 76,495 — 1,526,543 Gross charge-offs — 22 73 — 16 59 — 170 Second liens, closed end loans: Performing 5,235 15,683 32,903 8,492 8,503 8,946 — 79,762 Nonperforming — 681 541 59 — 253 — 1,534 Total 5,235 16,364 33,444 8,551 8,503 9,199 — 81,296 Gross charge-offs — 152 147 — — — — 299 Commercial: Risk Rating Pass — — — — — 618 7,308 7,926 Special mention — — — — — 87 — 87 Total — — — — — 705 7,308 8,013 Gross charge-offs — — — — — — — — MPP: Risk Rating Pass — — — — — — 1,710,820 1,710,820 Special mention — — — — — — — — Total — — — — — — 1,710,820 1,710,820 Gross charge-offs — — — — — — — — Grand total $ 77,237 $ 184,152 $ 1,192,249 $ 207,609 $ 67,097 $ 97,156 $ 2,429,295 $ 4,254,795 Grand total gross charge-offs $ — $ 568 $ 1,456 $ 486 $ 16 $ 67 $ — $ 2,593 There were no revolving loans converted to term loans during 2024. F-25 Table of Contents Northpointe Bancshares, Inc. Note 4 — Bank Premises and Equipment, Net The following table shows a summary of the cost and accumulated depreciation of premises and equipment as of the dates indicated (dollars in thousands): 2025 2024 Land $ 6,370 $ 6,325 Leasehold improvements 142 163 Buildings and building improvements 26,157 24,673 Furniture, fixtures, and equipment 7,197 10,414 Construction in progress 501 — Total cost 40,367 41,575 Accumulated depreciation ( 12,796 ) ( 14,283 ) Net $ 27,571 $ 27,292 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): 2026 $ 1,130 2027 398 2028 218 2029 99 2030 — Total undiscounted lease payments 1,845 Less discount to net present value ( 839 ) Total operating lease liabilities $ 1,006 The lease liability is included in other liabilities in the Company’s Consolidated Balance Sheet. 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 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. F-26 Table of Contents 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): 2026 $ 1,875 2027 1,754 2028 1,357 2029 1,025 2030 982 Thereafter 983 Total $ 7,976 Note 5 — Mortgage Servicing Rights 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 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): 2025 2024 Contractual servicing fees $ 7,681 $ 11,695 Late fees 55 431 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, 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 %. 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 %. The following summarizes mortgage servicing rights capitalized and amortized as of the periods set forth in the table below (dollars in thousands): 2025 2024 Balance – Beginning of period $ 15,133 $ 95,339 Additions 4,639 5,004 Paid in full loans ( 957 ) ( 1,703 ) Change in fair value ( 2,063 ) ( 1,604 ) Proceeds from sale — ( 80,845 ) Bulk purchases 296 — Loss on sale — ( 1,058 ) Balance – End of period $ 17,048 $ 15,133 F-27 Table of Contents Northpointe Bancshares, Inc. Note 5 — Mortgage Servicing Rights (continued) 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 as of the dates indicated (dollars in thousands, except per loan ): December 31, 2025 December 31, 2024 Actual 10% Adverse Change 20% Adverse Change Actual 10% Adverse Change 20% Adverse Change Discount rate change 9.5 % $ 16,416 $ 15,829 10.6 % $ 14,493 $ 13,904 Constant prepayment rate 12.1 % 16,321 15,662 9.7 % 14,606 14,117 Cost to service (per loan) $ 74 16,813 16,579 $ 75 14,947 14,761 Note 6 — Derivative Financial Instruments Forward contracts are contracts for delayed delivery of loans or mortgage-backed securities in which the seller agrees to make delivery at a future date of a specified instrument, at a specified price or yield. Risks arise from the possible inability of the Company to compile a portfolio of loans and from movements in interest rates. These contracts are used primarily to reduce the exposure to interest rate fluctuations for loans in progress and in loan inventory held for sale to investors. Most forward contracts are for terms of 30 days to 90 days. The Company had outstanding forward contracts of approximately $ 184.6 million and $ 110.6 million at December 31, 2025 and 2024, respectively. 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 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, 2025 2024 Interest rate-lock commitments $ 2,706 $ 2,047 Forward commitments ( 538 ) ( 1,201 ) The following tables provide details on the Company’s derivative financial instruments at December 31, 2025 and 2024 (dollars in thousands): 2025 Notional Amount Asset Liability Interest rate-lock commitments $ 144,154 $ 2,712 $ 6 Forward commitments 231,015 52 590 Total $ 375,169 $ 2,764 $ 596 2024 Notional Amount Asset Liability Interest rate-lock commitments $ 90,500 $ 2,064 $ 17 Forward commitments 202,441 1,332 131 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. F-28 Table of Contents Northpointe Bancshares, Inc. Note 7 — Deposits The following is a summary of the distribution of deposits at December 31, (dollars in thousands): 2025 2024 Noninterest-bearing deposits $ 275,974 $ 208,938 Interest-bearing demand deposits 1,032,334 690,340 Savings and money market accounts 555,255 334,308 Time: Under $250,000 2,870,288 2,047,754 $250,000 and over 135,816 141,215 Total $ 4,869,667 $ 3,422,555 Brokered time deposits totaled $ 2.64 billion and $ 1.82 billion at December 31, 2025 and 2024, respectively. 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 2027 33,039 2028 47,865 2029 26,225 2030 772 Thereafter — Total $ 3,006,104 Note 8 — Borrowings The Bank has an advance agreement with the FHLB. 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 2027 325,000 2028 50,000 2029 227,500 2030 100,000 Thereafter 300,000 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. F-29 Table of Contents Northpointe Bancshares, Inc. Note 8 — Borrowings (continued) 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, 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 2035 70,000 Total 95,000 Less unamortized deferred costs 3,085 Total maturities, net unamortized deferred costs $ 91,915 F-30 Table of Contents 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. F-31 Table of Contents 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 2025 2024 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. F-32 Table of Contents Northpointe Bancshares, Inc. Note 13 — Employee Benefits The Company sponsors a 401(K) plan which contains an employee stock ownership plan (“ESOP”) investment option. The 401(k) Plan is available to all employees, on the 1st of the month following 90 days of employment. Participants in the plan have the option to contribute from 0 % to 100 % of their annual compensation, up to the IRS allowable limits. FICA taxes must be paid based on total compensation. The Company matches 60 % of participant contributions up to 7 % of gross pay. 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 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. 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. The Company’s individual excess risk benefit level per employee was $ 185,000 (with no aggregate exposure limitation) at December 31, 2025. Losses in excess of the limitation are covered by reinsurance. 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 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. These options are subject to a vesting schedule under which one-third vests at each anniversary date of the grant. 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. 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. The Company uses comparable bank data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. There were no stock option grants in the years ended December 31, 2025 or 2024. F-33 Table of Contents 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: Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2025 19,000 $ 2.00 0.6 Granted — — Exercised ( 19,000 ) 2.00 Forfeited or expired — — 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. 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. The Company also has a stock appreciation rights plan for executive officers and certain employees. Stock appreciation rights are primarily granted with a price equal to the market value of common stock on the date of the grant. These awards generally have a five year vesting schedule but may vest early in accordance with accelerated vesting provisions. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock. 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 Appreciation Right Awards Number of Shares Weighted Average Exercise Price Non-vested at January 1, 2025 545,000 $ 11.00 Granted — — 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, 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. Restricted stock awards granted to the Company’s Chief Executive Officer in connection with the Company’s initial public offering were assigned a five year vesting period. Restricted stock awards have no other performance conditions required for vesting. F-34 Table of Contents Northpointe Bancshares, Inc. Note 14 — Stock Compensation Plans (continued) 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 Outstanding at January 1, 2025 849,530 $ 14.40 Granted 164,000 13.50 Vested ( 246,840 ) 14.40 Forfeited — — Outstanding at December 31, 2025 766,690 $ 14.21 Compensation expense related to restricted stock awards totaled $ 4.6 million for the year ended December 31, 2025 and is included in salaries and employee benefits in the consolidated statements of income. There was no compensation cost related to restricted stock awards in 2024. Upon vesting of restricted stock units (“RSU”), the Company is required to withhold applicable federal, state, and local income taxes and the employee’s share of payroll taxes. Unless the employee provides for the payroll tax withholding, the Company generally satisfies these tax withholding obligations by withholding a portion of the shares that would otherwise be issued to the employee upon vesting (a process referred to as "net settlement"). The number of shares withheld is determined based on the fair market value of the Company’s common stock on the vesting date and the minimum statutory tax withholding requirements. The shares withheld for tax withholding are not held as treasury shares but are immediately retired and returned to the status of authorized but unissued shares. As a result, the number of shares issued and outstanding is reduced by the number of shares withheld for tax purposes. The value of the shares withheld is presented as a reduction to additional paid-in capital in the consolidated statements of stockholders’ equity. For the year ended December 31, 2025, the Company withheld 77,823 shares with an aggregate value of $ 1.4 million to satisfy employee tax withholding obligations upon the vesting of RSUs. The net settlement of RSUs for tax withholding does not impact the total compensation expense recognized for share-based awards. As of December 31, 2025, there was $ 9.8 million of total remaining compensation expense related to nonvested restricted stock awards granted under the Company’s stock-based compensation plans. This expense is expected to be recognized over a weighted-average period of 1.5 years. Restricted stock awards totaling 246,840 shares vested during the year ended December 31, 2025. The intrinsic value of restricted stock awards vested totaled $ 4.2 million in the year ended December 31, 2025. There was no vesting of restricted stock awards during 2024. Note 15 — Income Taxes The components of the income tax provision are detailed as follows for the dates indicated (dollars in thousands): 2025 2024 Current income tax expense Federal $ 22,291 $ 35,186 State 4,421 $ 3,362 Total current income tax expense 26,712 38,548 Deferred tax expense (benefit) Federal 173 ( 20,275 ) State 99 ( 556 ) Total deferred tax expense (benefit) 272 ( 20,831 ) Total income tax expense $ 26,984 $ 17,717 F-35 Table of Contents Northpointe Bancshares, Inc. Note 15 — Income Taxes (Continued) A reconciliation of taxes on income from the statutory income tax rate to income tax expense is as follows for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Amount Percent Amount Percent Income tax expense, computed at statutory rate of pretax income $ 23,183 21.00 % $ 15,304 21.00 % State and local income taxes 3,377 3.06 % 2,216 3.04 % Section 162(m) compensation limitation 428 0.38 % — — % Effect of nontaxable income and nondeductible expenses ( 4 ) — % 90 0.12 % Other — — % 107 0.15 % Total income tax expense $ 26,984 24.44 % $ 17,717 24.31 % Income taxes paid were as follows for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Federal $ 22,350 $ 38,126 State and local Florida 1,592 268 All other states 4,854 4,958 Total income taxes paid $ 28,796 $ 43,352 Deferred tax assets and liabilities consisted of the following as of period end (dollars in thousands): December 31, 2025 December 31, 2024 Allowance for credit losses $ 2,518 $ 2,649 Accrued expenses and other reserve accounts 1,802 1,762 Nonaccrual loan interest 846 957 Stock compensation 509 379 Unrealized loss on debt securities available for sale 45 82 Other deferred tax assets 107 211 Total deferred tax assets 5,827 6,040 Mortgage servicing rights 4,030 3,558 Fixed assets 3,273 3,135 Goodwill and intangibles 472 581 Net deferred loan costs/fees 1,732 2,138 Other deferred tax liabilities 106 106 Total deferred tax liabilities 9,613 9,518 Net deferred tax liability $ ( 3,786 ) $ ( 3,478 ) F-36 Table of Contents Northpointe Bancshares, Inc. Note 15 — Income Taxes (Continued) The Company and its subsidiary file consolidated tax returns. The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. Deferred tax assets are included in other assets in the consolidated balance sheets and deferred tax liabilities are included in other liabilities in the Consolidated Balance Sheets. Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than- not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. There were no uncertain tax positions recognized at December 31, 2025 or 2024. With a few exceptions, the Company is no longer subject to U.S. federal tax examinations by tax authorities for years before 2022, and state and local income tax examinations by tax authorities for years before 2022. For federal tax purposes, the Company recognizes interest and penalties on income taxes as a component of income tax expense. On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. These changes did not have a material impact on the Company’s federal income tax expense or liability for the year ended December 31, 2025. The Company does not expect these changes to have a material impact on future periods. F-37 Table of Contents Northpointe Bancshares, Inc. Note 16 — Minimum Regulatory Capital Requirements The Company and Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under U.S. GAAP, regulatory reporting requirements and regulatory capital standards. The Company and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Furthermore, the Company and Bank’s regulators could require adjustments to regulatory capital not reflected in the consolidated financial statements. Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average total assets (as defined). Additionally, to make distributions or discretionary bonus payments, the Company and Bank must maintain a capital conservation buffer of 2.5 % of risk-weighted assets. Management believes that the Company and the Bank met all capital adequacy requirements to which it was subject at December 31, 2025 and 2024. As of the latest balance sheet date, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the institution’s category. As of December 31, 2025 (dollars in thousands) Actual For Capital Adequacy Purposes To be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio CET1 (to risk weighted assets) Consolidated $ 544,988 9.21 % $ 266,226 4.50 % N/A N/A Northpointe Bank 663,255 11.21 % 266,213 4.50 % $ 384,530 6.50 % Tier 1 Capital (to risk weighted assets) Consolidated 574,967 9.72 % 354,968 6.00 % N/A N/A Northpointe Bank 663,255 11.21 % 354,951 6.00 % 473,268 8.00 % Total Capital (to risk weighted assets) Consolidated 678,300 11.47 % 473,290 8.00 % N/A N/A Northpointe Bank 671,588 11.35 % 473,268 8.00 % 591,585 10.00 % Tier 1 capital (to average assets) Consolidated 574,967 8.24 % 279,168 4.00 % N/A N/A Northpointe Bank 663,255 9.50 % 279,158 4.00 % 348,947 5.00 % F-38 Table of Contents Northpointe Bancshares, Inc. Note 16 — Minimum Regulatory Capital Requirements (continued) As of December 31, 2024 (dollars in thousands) Actual For Capital Adequacy Purposes To be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio Amount Ratio Amount Ratio CET1 (to risk weighted assets) Consolidated $ 361,404 8.57 % $ 189,701 4.50 % N/A N/A Northpointe Bank 487,519 11.56 % 189,699 4.50 % 274,010 6.50 % Tier 1 Capital (to risk weighted assets) Consolidated 469,977 11.15 % 252,935 6.00 % N/A N/A Northpointe Bank 487,519 11.56 % 252,932 6.00 % 337,242 8.00 % Total Capital (to risk weighted assets) Consolidated 509,591 12.09 % 337,246 8.00 % N/A N/A Northpointe Bank 502,996 11.93 % 337,242 8.00 % 421,553 10.00 % Tier 1 capital (to average assets) Consolidated 469,977 8.77 % 214,421 4.00 % N/A N/A Northpointe Bank 487,519 9.09 % 214,419 4.00 % 268,024 5.00 % Note 17 — Restrictions on Dividends, Loans, and Advances Banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the Bank. However, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum standards without prior approval from the bank regulators. Note 18 — Fair Value Measurements Accounting standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1: Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date. Level 2: Valuation is based upon significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means. Level 3: Valuation is based upon significant unobservable inputs that reflect our own conclusions about the assumptions that market participants would use in pricing an asset or liability. In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset. The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions: F-39 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) Equity Securities Equity securities with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1). Available for Sale Debt Securities Where quoted market prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. The Company does not currently have any Level 1 debt securities. If quoted prices are not available, fair values can be estimated using (1) quoted market prices of securities with similar characteristics, (2) matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or (3) a discounted cash flow analysis whose significant fair value inputs can generally be verified and do not typically involve judgment by management. Included in the Company’s available for sale debt securities are corporate bonds which are classified as Level 2 assets. The valuation of these corporate bonds is determined using third-party quoted market prices of securities with similar characteristics. Loans Certain loans held for sale and HFI are measured at fair value on a recurring basis due to the Company’s election to adopt fair value accounting treatment for those loans originated for which the Company has entered into certain derivative financial instruments as part of its mortgage banking and related risk management activities. These instruments include interest rate lock commitments and mandatory forward commitments to sell these loans to investors known as forward mortgage-backed securities trades. This election allows for a more effective offset of the changes in fair values of the assets and the mortgage related derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC 815, Derivatives and Hedging. Mortgage loans held for sale and certain loans HFI, for which the fair value option was elected, are valued using a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted to credit risk and other individual loan characteristics. As these prices are derived from market observable inputs, the Company classifies these valuations as Level 2 in the fair value disclosures. For mortgage loans held for sale for which the fair value option was elected, the earned current contractual interest payment is recognized in interest income, loan origination costs and fees on fair value option loans are recognized in earnings as incurred and not deferred. The Company has no continuing involvement in any residential mortgage loans sold. Loans HFI that are measured at fair value are those that initially were intended for sale and then transferred to portfolio. At December 31, 2025, these loans had an aggregate unpaid principal balance of $ 202.6 million and aggregate fair value of $ 178.6 million. At December 31, 2024, these loans had an aggregate unpaid principal balance of $ 203.0 million and aggregate fair value of $ 173.0 million. F-40 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) At December 31, 2025 and 2024, the fair value option was applied to loans that had been transferred from held for sale to portfolio and also to mortgage loans held for sale. The fair value adjustments are reflected in Net Gain on Sale of Loans on the Company’s Consolidated Statements of Income. The table below shows the income statement impact for these fair value adjustments for the years ended December 31, 2025 and 2024: (dollars in thousands) For the Year Ended December 31, 2025 2024 Loans $ 6,067 $ 10,969 Loans held for sale 4,085 ( 1,402 ) Loans reported at fair value which were over 90 days past due amounted to $ 1.6 million and $ 148,000 in unpaid principal balance with a fair values of $ 1.4 million and $ 145,000 as of December 31, 2025 and 2024, respectively. The accrual of interest on loans is discontinued at the time the loan is delinquent (120 days for mortgages). Non-accrual loans reported at fair value amounted to $ 11.1 million in unpaid principal balance and $ 9.1 million in fair value as of December 31, 2025. Non-accrual loans reported at fair value amounted to $ 10.3 million in unpaid principal balance and $ 8.3 million in fair value as of December 31, 2024. Interest Rate Lock Commitments The estimated fair values of interest rate lock commitments utilize current secondary market prices for underlying loans and estimated servicing value with similar coupons, maturity and credit quality, subject to the anticipated loan funding probability (pull-through rate). The fair value of interest rate lock commitments is subject to change primarily due to changes in interest rates and the estimated pull-through rate. Given the significant and unobservable nature of the pull-through factor, interest rate lock commitments are classified as Level 3. Forward Sales Commitments Forward mortgage-backed securities trades are exchange-traded or traded within highly active dealer markets. In order to determine the fair value of these instruments, the Company utilized the exchange price or dealer market price for the particular derivative contract; therefore these contracts are classified as Level 2. The estimated fair values are subject to change primarily due to changes in interest rates. Mortgage Service Rights MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3. Lender Risk Account The Company’s LRA is carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, expected credit losses and other factors. As such, the LRA is considered Level 3. Collateral Dependent Loans and Other Real Estate Owned The fair value of collateral for collateral dependent loans and other real estate owned is generally based upon recent real estate appraisals, less costs to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and the income approach. As such, the fair values of collateral dependent loans and other real estate owned are classified as Level 3. F-41 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) The following tables present information about the Company’s assets measured at fair value on a recurring basis at December 31, 2025 and 2024 and the valuation techniques used by the Company to determine those fair values (dollars in thousands): Fair Value on a Recurring Basis at December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Equity securities $ 1,347 $ — $ — $ 1,347 Available for sale debt securities — 4,738 — 4,738 Mortgage banking assets: Loans held for sale — 309,213 — 309,213 Loans held for investment — 178,578 — 178,578 Interest rate lock commitments — — 2,712 2,712 Forward sales commitments — 52 — 52 Mortgage servicing rights — — 17,048 17,048 Lender risk account — — 30,446 30,446 Total $ 1,347 $ 492,581 $ 50,206 $ 544,134 Financial Liabilities: Interest rate lock commitments — — 6 6 Forward sales commitments — 590 — 590 Total $ — $ 590 $ 6 $ 596 Fair Value on a Recurring Basis at December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Financial Assets: Equity securities $ 1,305 $ — $ — $ 1,305 Available for sale debt securities — — 8,576 8,576 Mortgage banking assets: Loans held for sale — 217,073 — 217,073 Loans held for investment — 172,960 — 172,960 Interest rate lock commitments — — 2,064 2,064 Forward sales commitments — 1,332 — 1,332 Mortgage servicing rights — — 15,133 15,133 Lender risk account — — 28,436 28,436 Total $ 1,305 $ 391,365 $ 54,209 $ 446,879 Financial Liabilities: Interest rate lock commitments — — 17 17 Forward sales commitments — 131 — 131 Total $ — $ 131 $ 17 $ 148 F-42 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) The Company’s policy is to recognize transfers in and transfers out of Level 1, 2, and 3 fair value classifications as of the actual date of the event of change in circumstances that caused the transfer. On June 30, 2025, the Company transferred debt securities available for sale from Level 3 to Level 2 of the fair value hierarchy. As a result, debt securities totaling $ 8.8 million (based on fair value) were reclassified from Level 3 to Level 2 as of June 30, 2025. These securities were previously classified as Level 3, but were moved to Level 2 after further review. The move from Level 3 to Level 2 did not impact the fair value measurement, only the classification of input used to determine that fair value. Changes in MSRs as well as the related weighted average unobservable inputs are included in Note 5. The following table presents a reconciliation of the Level 3 available for sale debt securities measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 Balance at beginning of period $ 8,576 $ 8,923 Purchases — 4,000 Sales — ( 5,000 ) Realized — ( 83 ) Unrealized 209 736 Transfer to Level 2 ( 8,785 ) — Balance at end of period $ — $ 8,576 The following table presents a reconciliation of the Level 3 interest rate lock commitments measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 Balance at beginning of period $ 2,047 $ 2,948 Change in fair value 659 ( 901 ) Balance at end of period $ 2,706 $ 2,047 The following is a summary of the key unobservable inputs used in the valuation of the Level 3 interest rate lock commitments: December 31, 2025 2024 Pull-through rate 83.4 % 83.3 % The following table presents a reconciliation of the Level 3 LRA measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Year Ended December 31, 2025 2024 Beginning of period $ 28,436 $ 31,694 Due to loan sales 1,101 2,084 Releases and claims paid to the Company ( 2,571 ) ( 6,200 ) Change in fair value recognized in gain on sale of loans 3,480 858 End of period $ 30,446 $ 28,436 F-43 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) Both observable and unobservable inputs may be used to determine the fair value of the lender risk account, which is classified as a Level 3 asset. As a result, the unrealized gains for these assets presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs. The Company estimates the fair value of the LRA using management’s best estimate of key assumptions. These assumptions include prepayment rates, discount rates, and projected annual losses on unpaid principal of the sold loan portfolio. The weighted average of unobservable inputs for these valuation assumptions is as follows as of the dates indicated (dollars in thousands): Fair Value Valuation Technique Unobservable Inputs Range of Inputs Weighted Average Assets: December 31, 2025 Lender Risk Account $ 30,446 Present value of Credit losses — % - 0.17 % 0.05 % cash flows Prepayment rates 17.43 % 17.43 % Discount rates 5.05 % - 6.57 % 5.80 % December 31, 2024 Lender Risk Account $ 28,436 Present value of Credit losses — % - 0.21 % 0.08 % cash flows Prepayment rates 11.97 % 11.97 % Discount rates 5.86 % - 6.70 % 6.39 % The Company also has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include individually evaluated loans and other real estate which are periodically reviewed for impairment and measured at fair value if the fair value of the asset is below the recorded book value. The Company has estimated the fair values of these assets based primarily on Level 3 inputs as described above. The following asset classes were measured at fair value on the accompanying consolidated balance sheets as of the dates indicated due to declines in the fair value. Certain individually evaluated loans and other real estate carried at original cost, which exceeds fair value, have been omitted from the disclosure below (dollars in thousands): Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2025 Individually evaluated loans — — $ 3,345 $ 3,345 Other real estate owned — — 991 991 Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at December 31, 2024 Individually evaluated loans — — $ 6,603 $ 6,603 Other real estate owned — — 1,651 1,651 F-44 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) The following presents estimated fair values of the Company’s financial instruments and the level within the fair value hierarchy in which fair value measurements falls as of the dates indicated (dollars in thousands): December 31, 2025 Fair Value Hierarchy Carrying Value Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 496,459 $ 496,459 Equity securities Level 1 1,347 1,347 Debt securities available for sale Level 2 4,738 4,738 FHLB stock Level 2 80,109 80,109 Loans held for sale Level 2 309,213 309,213 Loans, net Level 2 6,011,092 5,973,507 Interest receivable Level 2 28,353 28,353 Total 6,931,311 6,893,726 Financial Liabilities: Deposits Level 2 4,869,667 4,858,176 Borrowings Level 2 1,439,500 1,426,415 Subordinated debentures Level 2 91,915 91,915 Subordinated debentures issued through trusts Level 2 5,000 5,000 Interest payable Level 2 16,628 16,628 Total 6,422,710 6,398,134 December 31, 2024 Fair Value Hierarchy Carrying Value Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 376,295 $ 376,295 Equity securities Level 1 1,305 1,305 Debt securities available for sale Level 3 8,576 8,576 FHLB stock Level 2 69,574 69,574 Loans held for sale Level 2 217,073 217,073 Loans, net Level 2 4,416,564 4,312,773 Interest receivable Level 2 20,934 20,934 Total 5,110,321 5,006,530 Financial Liabilities: Deposits Level 2 3,422,555 3,423,196 Borrowings Level 2 1,258,750 1,232,310 Subordinated debentures Level 2 38,933 38,933 Subordinated debentures issued through trusts Level 2 5,000 5,000 Interest payable Level 2 8,114 8,114 Total 4,733,352 4,707,553 F-45 Table of Contents Northpointe Bancshares, Inc. Note 19 — Related Parties There was no loan activity with principal officers, directors, and their affiliates during the year ended December 31, 2025 and there were no balances outstanding at December 31, 2025. Deposits from principal officers, directors, and their affiliates were $ 5.9 million at December 31, 2025 and $ 3.8 million at December 31, 2024. Note 20 — Earnings Per Share The following table presents the computation of basic and diluted earnings per share for the periods presented below (dollars in thousands): For the Year Ended December 31, 2025 2024 Earnings per common share: Net income $ 83,409 $ 55,159 Preferred stock dividends and related costs 11,791 7,997 Net income available to common stockholders $ 71,618 $ 47,162 Weighted average common shares 33,432,895 25,759,938 Basic earnings per common share $ 2.14 $ 1.83 Dilutive earnings per common share: Net income available to common stockholders $ 71,618 $ 47,162 Weighted average common shares 33,432,895 25,759,938 Effect of dilutive shares 430,294 62,558 Weighted average dilutive common shares 33,863,189 25,822,496 Dilutive earnings per common share $ 2.11 $ 1.83 Note 21 — Segment Information Our reportable segments are Retail Banking and MPP, which have been determined based on management’s focus and internal reporting structure. The MPP segment provides a collateralized mortgage purchase facility marketed to independent mortgage bankers nationwide. The Retail Banking segment provides a vast array of financial products and services to consumers nationwide. These include residential mortgages, AIO equity loans, other consumer loans, and loan servicing, as well as various types of deposit products, including checking, savings and time deposit accounts. The residential mortgage loans we originate are directly originated within our branch network or from our consumer direct business, and are typically underwritten to agency and/or third-party standards, and either sold (servicing retained or released) or held on our balance sheet. Net interest income in each segment reflects our internal funds transfer pricing (“FTP”) methodology, which is designed to capture interest rate and liquidity risk. Under our methodology, average assets, net of deposits, receive a funding charge based on market interest rates of similar duration liabilities. MPP receives an FTP charge and the residual gain is retained within Retail Banking. Provision (benefit) for credit losses is allocated to MPP based on the cumulative expected loss rate from the Company’s allowance for credit loss process and applied to any change in period end loan balances. Financial results are presented, to the extent possible, as if each business operated on a standalone basis, and includes expense allocations for corporate overhead services used by the business segments. Shared corporate overhead expenses reside F-46 Table of Contents Northpointe Bancshares, Inc. Note 21 — Segment Information (continued) in Retail Banking but are allocated back to MPP through our expense allocation based on occupancy rates and percentage of time spent supporting the segment. Results of the Company’s operating segments are regularly reviewed by the Company’s Chief Operating Decision Maker (the “CODM”), the Company’s Chief Executive Officer. More specifically, the CODM analyzes quarterly financial results, including net income, to assess performance and allocate resources. However, the CODM may use other metrics and ad hoc reports on a limited purpose basis as needed. In evaluating segment performance, the Company primarily evaluates total revenues (net interest income plus noninterest income) and net income before preferred dividends. The following tables present the operating segment results for the periods presented below (dollars in thousands): (Dollars in thousands) As of or for the Year Ended December 31, 2025 2024 Retail Banking MPP Total Retail Banking MPP Total Interest income $ 190,974 $ 189,230 $ 380,204 $ 204,087 $ 113,445 $ 317,532 Interest expense ( 229,465 ) — ( 229,465 ) ( 203,317 ) — ( 203,317 ) Funds transfer pricing 121,657 ( 121,657 ) — 75,188 ( 75,188 ) — Net interest income 83,166 67,573 150,739 75,958 38,257 114,215 Provision (benefit) for credit losses 1,412 686 2,098 ( 548 ) 220 ( 328 ) Net income after provision 81,754 66,887 148,641 76,506 38,037 114,543 Noninterest income (1) 84,958 6,022 90,980 67,505 5,418 72,923 Salaries and employee benefits ( 82,055 ) ( 8,116 ) ( 90,171 ) ( 72,348 ) ( 5,443 ) ( 77,791 ) Occupancy and equipment ( 3,374 ) ( 75 ) ( 3,449 ) ( 4,367 ) ( 87 ) ( 4,454 ) Other noninterest expense (2) ( 34,932 ) ( 676 ) ( 35,608 ) ( 31,796 ) ( 549 ) ( 32,345 ) Noninterest expense ( 120,361 ) ( 8,867 ) ( 129,228 ) ( 108,511 ) ( 6,079 ) ( 114,590 ) Expense allocation (3) 5,294 ( 5,294 ) — 3,419 ( 3,419 ) — Net income before taxes 51,645 58,748 110,393 38,919 33,957 72,876 Income tax expense ( 12,626 ) ( 14,358 ) ( 26,984 ) ( 9,679 ) ( 8,038 ) ( 17,717 ) Net income before preferred dividends $ 39,019 $ 44,390 $ 83,409 $ 29,240 $ 25,919 $ 55,159 Average balance sheet assets $ 3,579,184 $ 2,679,075 $ 6,258,259 $ 3,703,012 $ 1,418,411 $ 5,121,423 Period end assets $ 3,597,890 $ 3,424,935 $ 7,022,825 $ 3,513,191 $ 1,710,820 $ 5,224,011 (1) Noninterest income for MPP only includes MPP related fees. All other noninterest income is reflected in Retail Banking. (2) Includes data processing, professional services, office supplies and other miscellaneous expenses. (3) Reflects corporate overhead expense allocations used by both business segments; primarily consisting of corporate administration, finance, technology, human resources, risk, marketing and occupancy related allocations. F-47 Table of Contents Northpointe Bancshares, Inc. Note 22 — Parent Company Condensed Financial Statements The following are the condensed balance sheets, statements of income and statements of cash flows of Northpointe Bancshares, Inc. (Parent only) (dollars in thousands): Condensed Balance Sheets December 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 18,846 $ 6,014 Investment in subsidiary 662,331 485,050 Other assets 2,771 1,380 Total Assets $ 683,948 $ 492,444 Liabilities and Stockholders' Equity Liabilities Subordinated debentures (Note 9) $ 91,915 $ 24,136 Subordinated debentures issues through trusts (Note 10) 5,000 5,000 Borrowings (Note 8) 17,000 — Accrued and other liabilities 991 818 Total liabilities 114,906 29,954 Stockholders' Equity 569,042 462,490 Total Liabilities and Stockholders' Equity $ 683,948 $ 492,444 Condensed Statements of Income Year Ended December 31, 2025 2024 Income Dividends and equity in undistributed income from subsidiary $ 87,156 $ 57,116 Total income 87,156 57,116 Expense Interest expense 2,947 2,017 Other 1,959 569 Total expense 4,906 2,586 Income - before income taxes 82,250 54,530 Income tax (benefit) expense ( 1,159 ) ( 629 ) Net income 83,409 55,159 Preferred stock dividends and related costs 11,791 7,997 Net income available to common stockholders $ 71,618 $ 47,162 F-48 Table of Contents Northpointe Bancshares, Inc. Note 22 — Parent Company Condensed Financial Statements (Continued) Condensed Statements of Cash Flows Year Ended December 31, 2025 2024 Operating Activities Net income $ 83,409 $ 55,159 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiary ( 82,156 ) ( 36,416 ) Other, net ( 1,128 ) 899 Net cash provided by operating activities 125 19,642 Investing Activities Contributed capital to subsidiary ( 95,000 ) — Net cash used in investing activities ( 95,000 ) — Financing Activities Cash dividends paid on common stock ( 3,219 ) ( 2,569 ) Net change in other borrowings 17,000 — Subordinated debt repurchase — ( 20,000 ) Subordinated debt issuance, net of costs 67,689 24,107 Preferred stock dividend ( 8,214 ) ( 9,011 ) Preferred stock repurchase ( 82,172 ) ( 11,571 ) Issuance of common stock, net 114,151 — Stock repurchased — ( 770 ) Restricted stock units issued, net 2,434 — Proceeds from exercised stock options 38 155 Net cash (used in) provided by financing activities 107,707 ( 19,659 ) Net increase (decrease) in cash and cash equivalents 12,832 ( 17 ) Cash and cash equivalents - beginning of year 6,014 6,031 Cash and cash equivalents - end of year $ 18,846 $ 6,014 F-49 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None