Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
Under the supervision of and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2025. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as the Company’s are designed to do, and management necessarily was required to apply its judgment in evaluating whether the benefits of the controls and procedures that the Company adopts outweigh their costs. Our management, including our CEO and CFO, after evaluating the effectiveness of the Company's disclosure controls and procedures, have concluded that, as of December 31, 2025, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls.
There were no changes to the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(e) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
(c) Management's Report on Internal Control over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed by, or under the supervision of, our CEO and CFO and effected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements and related notes for external purposes in accordance with generally accepted accounting principles in the United States of America.
An internal control system, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance that the control system’s objectives have been met. The inherent limitations include the realities that judgments in decision-making can be deficient and breakdowns can occur because of simple errors or mistakes. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the Company have been detected.
Company management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025 based on those criteria.
Item 9B. Other Information
During the fourth quarter of 2025, none of our other executive officers or directors adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
68
Table of Contents
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
69
Table of Contents
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information under the headings “The Board of Directors - General, - Qualifications and Biographical Information, and - Board Committees - Audit Committee,” “Executive Officers,” “Delinquent Section 16(a) Reports”, “Corporate Governance - Code of Ethics”, and “Stockholder Proposals” in our definitive Proxy Statement relating to our May 13, 2026 Annual Meeting of Stockholders is incorporated herein by reference.
We have an Insider Trading Policy that governs the purchase, sale, and/or other disposition of the Company's securities that applies to all directors, officers, employees, certain other covered persons, and the Company itself. The Company believes that our insider trading policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy was filed as Exhibit 19 in the Company’s 2024 Annual Report on Form 10-K and is incorporated herein by reference.
Item 11. Executive Compensation
Information under the heading “Executive Compensation” in our definitive Proxy Statement relating to our May 13, 2026 Annual Meeting of Stockholders is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Information under the heading “Ownership of Northpointe Stock” in our definitive Proxy Statement relating to our May 13, 2026 Annual Meeting of Stockholders is incorporated herein by reference.
The following table sets forth certain information regarding the Company’s equity compensation plans as of December 31, 2025. The following information has been adjusted to reflect the effect of all stock dividends and stock splits.
Equity Compensation Plan Information
Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted-average exercise price of outstanding options, warrants and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1) 766,690 $ — 2,986,470
Equity compensation plans not approved by security holders — — —
Total 766,690 $ — 2,986,470
(1) Consists of the Northpointe Bancshares, Inc. Omnibus Incentive Plan. The number of shares reflected in column (c ) above regarding the Northpointe Bancshares, Inc. Omnibus Incentive Plan represents shares that may be issued other than upon the exercise of an outstanding option, warrant or right. This plan contains customary anti-dilution provisions that are applicable in the event of a stock split or certain other changes in capitalization.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information under the headings “Transactions with Related Persons” and “The Board of Directors - Board Committees” in our definitive Proxy Statement relating to our May 13, 2026 Annual Meeting of Stockholders is incorporated herein by reference.
70
Table of Contents
Item 14. Principal Accounting Fees and Services
Information under the headings “Independent Auditors - Fees and - Audit Committee Approval Policies” in our definitive Proxy Statement relating to our May 13, 2026 Annual Meeting of Stockholders is incorporated herein by reference.
71
Table of Contents
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements.
The following documents are filed as part of this Annual Report on Form 10-K
• (A) Report of Independent Registered Public Accounting Firm
• (B) Consolidated Balance Sheets at December 31, 2025 and 2024
• (C) Consolidated Statements of Income for the years ended December 31, 2025 and 2024
• (D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
• (E) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024
• (F) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
• (G) Notes to the Consolidated Financial Statements
(a)(2) Financial Statement Schedules.
None.
(a)(3) Listing of Exhibits.
PLEASE NOTE: It is inappropriate for readers to assume the accuracy of, or rely upon any covenants, representations or warranties that may be contained in agreements or other documents filed as Exhibits to, or incorporated by reference in, this report. Any such covenants, representations or warranties may have been qualified or superseded by disclosures contained in separate schedules or exhibits not filed with or incorporated by reference in this report, may reflect the parties’ negotiated risk allocation in the particular transaction, may be qualified by materiality standards that differ from those applicable for securities law purposes, may not be true as of the date of this report or any other date, and may be subject to waivers by any or all of the parties. Where exhibits and schedules to agreements are filed or incorporated by reference as Exhibits hereto are not included in these Exhibits, such exhibits and schedules to agreements are not included or incorporated by reference herein.
The following Exhibits are attached hereto or incorporated by reference herein (unless indicated otherwise, all documents referenced below were filed pursuant to the Exchange Act by Northpointe Bancshares, Inc.:
List of Exhibits
Number Description
3.1 Amended and Restated Articles of Incorporation. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc’s Form S-1, Exhibit 3.1. Here incorporated by reference.
3.2 Amended and Restated Bylaws. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 3.2. Here incorporated by reference.
4.1 Description of Registrant’s Common Stock.
4.2 Deposit Agreement, dated December 29, 2020, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and the holders from time to time of the depository receipts described therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.1. Here incorporated by reference.
4.3 Form of Depository Receipt for Series A Preferred Stock Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.2. Here incorporated by reference.
72
Table of Contents
4.4 Deposit Agreement, dated December 30, 2021, by and among the Company, Computershare Inc., Computershare Trust Company, N.A., and the holders from time to time of the depository receipts described therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.3. Here incorporated by reference.
4.5 Form of Depository Receipt for Series B Preferred Stock. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.4. Here incorporated by reference.
4.6 Registration Rights Agreement, dated May 30, 2019, by and between the Company and Castle Creek Capital Partners VII, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.5. Here incorporated by reference.
4.7 Registration Rights Agreement, dated December 24, 2019, by and between the Company and Castle Creek Capital Partners VI, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.6. Here incorporated by reference.
4.8 Registration Rights Agreement, dated December 29, 2020, by and between the Company and the purchasers named therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4. 7. Here incorporated by reference.
4.9 Registration Rights Agreement, dated December 30, 2021, by and between the Company and the purchasers named therein. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 4.8. Here incorporated by reference.
4.10 First Amendment to Registration Rights Agreement, dated May 16, 2025, by and between the Company and the purchasers named therein. Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1. Here incorporated by reference.
4.11 First Amendment to Registration Rights Agreement, dated May 21, 2025, by and between the Company and the purchasers named therein. Previously filed with the Commission on May 22, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.2. Here incorporated by reference.
4.12 Form of 7.50% Fixed-to-Floating Rate Subordinated Note due 2035. Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 4.1. Here incorporated by reference.
10.1 * Northpointe Bancshares, Inc. Omnibus Incentive Plan. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.1. Here incorporated by reference.
10.2 * Northpointe Bancshares, Inc. Form of Restricted Stock Unit Agreement. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.2. Here incorporated by reference.
10.3 * Northpointe Bancshares, Inc. Form of Restricted Stock Unit Agreement (CEO). Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.3. Here incorporated by reference.
10.4 * Employment Agreement between Northpointe Bancshares, Inc. and Charles A. Williams, dated as of November 1, 2016. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.4. Here incorporated by reference.
10.5* Employment Agreement between Northpointe Bancshares, Inc. and Amy M. Butler, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10-Q, Exhibit 10.1. Here incorporated by reference.
10.6 * Employment Agreement between Northpointe Bancshares, Inc. and David J. Christel, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.2. Here incorporated by reference.
10.7 * Employment Agreement between Northpointe Bancshares, Inc. and Kevin J. Comps, dated as of June 26, 2025. Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q, Exhibit 10.3. Here incorporated by reference.
73
Table of Contents
10.8* Employment Agreement between Northpointe Bancshares, Inc. and Bradley T. Howes, dated as of June 26, 202 5 . Previously filed with the Commission on August 13, 2025 in Northpointe Bancshares, Inc.’s Form 10Q , Exhibit 10. 4 . Here incorporated by reference.
10.9 Securities Purchase Agreement, dated May 30, 2019, by and between the Company and Castle Creek Capital Partners VII, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.8. Here incorporated by reference.
10.10 Securities Purchase Agreement, dated December 24, 2019, by and between the Company and Castle Creek Capital Partners VI, LP. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 10.9. Here incorporated by reference.
10.11 Form of Subordinated Note Purchase Agreement, dated as of December 9, 2025, by and among Northpointe Bancshares, Inc. and the purchasers. Previously filed with the Commission on December 9, 2025 in Northpointe Bancshares Inc.’s Form 8-K, Exhibit 10.1. Here incorporated by reference.
19 Insider Trading Policy. Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, Exhibit 19. Here incorporated by reference.
21 Subsidiary of Northpointe Bancshares, Inc.
23.1 Consent of RSM US LLP
24.1 Power of Attorney contained on the signature pages of this 2025 Annual Report on Form 10-K and incorporated herein by reference.
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. § 1350
97.1 Company Clawback Policy. Previously filed with the Commission on March 28, 2025 in Northpointe Bancshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 , Exhibit 97. Here incorporated by reference.
101 Interactive Data File
104 Cover Page Interactive Data File (formatted as inline XBRL and included in Exhibit 101)
______________________
* Management contract or compensatory plan.
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
The other instruments defining the rights of the long-term debt securities of the Registrant and its subsidiary are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Registrant hereby agrees to furnish copies of these instruments to the SEC upon request.
(b) Exhibits.
The response to this portion of Item 15 is submitted under item (a)(3) above.
(c) Financial Statement Schedules.
None.
Item 16. Form 10-K Summary:
None.
74
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHPOINTE BANCSHARES, INC.
By: /s/ Charles A. Williams
Charles A. Williams
Chairman and Chief Executive Officer
Date: March 27, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Charles A. Williams and Bradley T. Howes, and each one of them, as his or her true and lawful attorneys-in- fact and agents, with full power of substitution and resubstitution, to execute in his or her name an Annual Report of Northpointe Bancshares, Inc. on Form 10-K for its fiscal year ended December 31, 2025, and any amendments to that report, and to file it with the Securities and Exchange Commission. Each attorney shall have power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act to be done in the premises as fully and to all intents and purposes as the undersigned could do in person, and the undersigned hereby ratifies and approves the acts of such attorneys.
75
Table of Contents
Pursuant to the requirements of the Securities Act of 1933, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.
Name Position Date
/s/ Charles A. Williams Founder, Chairman, Chief Executive Officer and
Director March 27, 2026
Charles A. Williams (Principal Executive Officer)
/s /Kevin J. Comps President and Secretary March 27, 2026
Kevin J. Comps
/s /Bradley T. Howes Executive Vice President and Chief Financial Officer March 27, 2026
Bradley T. Howes (Principal Financial Officer)
/s /Gary Dykstra Senior Vice President and Controller March 27, 2026
Gary Dykstra (Principal Accounting Officer)
/s/ Carrie L. Boer Director March 27, 2026
Carrie L. Boer
/s/ Rajeev Chaudhary Director March 27, 2026
Rajeev Chaudhary
/s/ Robert W. De Vlieger II Director March 27, 2026
Robert W. De Vlieger II
/s/ R. Jeffery Dean Director March 27, 2026
R. Jeffery Dean
/s/ Bruce L. Edger Director March 27, 2026
Bruce L. Edger
/s/ John M. Eggemeyer III Director March 27, 2026
John M. Eggemeyer III
/s/Rodney E. Hood Director March 27, 2026
Rodney E. Hood
/s/ David S. Hooker Director March 27, 2026
David S. Hooker
/s/David F. Lawrence Director March 27, 2026
David F. Lawrence
/s/John R. Tuttle Director March 27, 2026
John R. Tuttle
76