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 4 and 202 3 F- 3 C onsolidated Statements of Income f or t he Years Ended December 31, 202 4 and 202 3 F- 4 C onsolidated Statements of Comprehensive Income for the Years Ended December 31, 202 4 and 202 3 F- 5 C onsolidated Statement s of Changes in S tockholders ’ Equity for the Years Ended December 31, 202 4 and 202 3 F- 6 C onsolidated Statements of Cash Flows for t he Year s Ended De cember 31, 202 4 and 202 3 F- 7 N otes to the Consolidated Financial Statements F- 8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of 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, 2024 and 2023, 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, 2024 and 2023, 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 28, 2025 F-2 Table of Contents Northpointe Bancshares, Inc. Consolidated Balance Sheets December 31, 2024 and 2023 (Dollars in thousands) 2024 2023 Assets Cash and cash equivalents $ 376,295 $ 351,890 Equity securities 1,305 1,318 Debt securities available for sale (Note 19) 8,576 14,727 Other securities 69,574 67,487 Loans held for sale, at fair value 217,073 352,443 Total loans ($ 172,960 and $ 100,158 at fair value at 2024 and 2023, respectively) 4,427,754 3,781,199 Allowance for credit losses (Note 3) ( 11,190 ) ( 12,295 ) Net loans 4,416,564 3,768,904 Mortgage servicing rights (Note 5) 15,133 95,339 Intangible assets, net 2,099 4,541 Premises and equipment (Note 4) 27,292 29,296 Other assets (Note 6) 90,100 72,534 Total Assets $ 5,224,011 $ 4,758,479 Liabilities and Stockholders' Equity Liabilities Deposits: (Note 7) Noninterest-bearing $ 208,938 $ 253,143 Interest-bearing 3,213,617 2,672,415 Total Deposits 3,422,555 2,925,558 Borrowings (Note 8) 1,258,750 1,275,000 Subordinated debentures (Note 11) 38,933 34,368 Subordinated debentures issues through trusts (Note 12) 5,000 5,000 Deferred tax liability 3,477 24,132 Other liabilities 32,806 63,801 Total Liabilities 4,761,521 4,327,859 Stockholders' Equity Preferred Stock Non-Cumulative - No Par Value; 5,000,000 shares authorized Series A - 82,000 shares issued and outstanding at 2024 with a liquidation preference of $ 82,000 and 95,000 shares issued and outstanding at 2023 with a liquidation preference of $ 95,000 Series B - 25,000 shares issued and outstanding at 2024 and 2023 with a liquidation preference of $ 25,000 Common Stock - No Par Value Authorized - 101,500,000 ; shares issued and outstanding - 25,684,560 and 25,689,560 shares at 2024 and 2023, respectively Additional paid in capital 166,847 180,046 Retained earnings 295,967 251,375 Accumulated other comprehensive loss ( 324 ) ( 801 ) Total Stockholders' Equity 462,490 430,620 Total Liabilities and Stockholders' Equity $ 5,224,011 $ 4,758,479 See notes to consolidated financial statements. F-3 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Income Years Ended December 31, 2024 and 2023 (Dollars in thousands) 2024 2023 Interest Income Loans - Including fees $ 285,490 $ 237,396 Investment securities - Taxable 637 923 Other 31,405 29,063 Total interest income 317,532 267,382 Interest Expense Deposits 151,125 123,905 Subordinated debentures 3,886 4,562 Borrowings 48,306 37,696 Total interest expense 203,317 166,163 Net Interest Income 114,215 101,219 Provision (Benefit) for Credit Losses ( 328 ) ( 1,485 ) Net Interest Income after Provision (Benefit) for Credit Losses 114,543 102,704 Noninterest Income Service charges on deposits and other fees 1,813 2,669 Loan servicing fees 8,876 10,304 MPP fees 5,418 3,584 Net gain on sale of loans 56,688 77,977 Other noninterest income 128 533 Total noninterest income 72,923 95,067 Noninterest Expense Salaries and employee benefits 77,791 104,286 Occupancy and equipment 4,454 6,924 Data processing expense 8,960 11,107 Professional fees 4,139 4,879 Other taxes and insurance 7,024 6,976 Other noninterest expense 12,222 18,912 Total noninterest expense 114,590 153,084 Income - Before Income Taxes 72,876 44,687 Income Tax Expense 17,717 10,925 Net Income 55,159 33,762 Preferred Stock Dividends 7,997 9,650 Net Income available to common stockholders $ 47,162 $ 24,112 Basic Earnings Per Common Share $ 1.83 $ 0.94 Diluted Earnings Per Share $ 1.83 $ 0.93 See notes to consolidated financial statements. F-4 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Comprehensive Income Years Ended December 31, 2024 and 2023 (Dollars in thousands) 2024 2023 Net Income $ 55,159 $ 33,762 Other Comprehensive Income (Loss) Change in unrealized loss on securities, net of tax of $ 195 and $ 49 at 2024 and 2023, respectively 529 ( 115 ) Gain on sale of securities, net of tax of $ 31 and $ 0 at 2024 and 2023, respectively ( 52 ) — Total other comprehensive income (loss) 477 ( 115 ) Comprehensive Income $ 55,636 $ 33,647 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, 2024 and 2023 (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, 2022 95,000 25,000 25,745,560 $ 180,662 $ 237,331 $ ( 686 ) $ 417,307 Net Income — — — — 33,762 — 33,762 Adoption of ASC 326, Credit Losses — — — — ( 7,495 ) — ( 7,495 ) Other comprehensive loss — — — — — ( 115 ) ( 115 ) Dividends declared ($ 0.10 per share) — — — — ( 2,573 ) — ( 2,573 ) Treasury stock - repurchase — — ( 56,000 ) ( 616 ) — — ( 616 ) Preferred stock dividends — — — — ( 9,650 ) — ( 9,650 ) Balance - December 31, 2023 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 ($ 0.10 per share) — — — — ( 2,569 ) — ( 2,569 ) Preferred stock - repurchase ( 13,000 ) — — ( 12,584 ) 1,013 — ( 11,571 ) Treasury stock - repurchase — — ( 70,000 ) ( 770 ) — — ( 770 ) 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 See notes to consolidated financial statements. F-6 Table of Contents Northpointe Bancshares, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2024 and 2023 (Dollars in thousands) 2024 2023 Cash Flows from Operating Activities Net Income $ 55,159 $ 33,762 Adjustments to reconcile consolidated net income to net cash and cash equivalents provided by (used in) operating activities: Depreciation 2,828 2,996 Provision (benefit) for credit losses ( 328 ) ( 1,485 ) Intangible asset impairment 1,469 137 Amortization of intangible asset 973 1,021 Amortization of bond premium — 10 Amortization of debt issuance costs 458 363 Net gain on sale of loans ( 56,688 ) ( 77,977 ) Proceeds from sales of loans held for sale 1,936,597 3,342,690 Origination of mortgage loans held for sale ( 1,878,051 ) ( 2,814,414 ) Net loss (gain) on sales of other real estate 281 ( 46 ) Net loss on disposal of premises and equipment 228 90 Net gain on extinguishment of debt ( 1,743 ) — Net loss on sale of mortgage servicing rights 1,058 — Net gain on sale of available for sale debt securities ( 83 ) — MSR change in fair value 3,307 14,017 Deferred tax expense ( 20,831 ) ( 1,884 ) Change in fair value of equity securities 13 ( 18 ) Change in mortgage banking derivatives ( 3,018 ) 2,614 Net change in: Other assets ( 17,474 ) 5,731 Accrued and other liabilities ( 4,346 ) ( 3,439 ) Net cash and cash equivalents provided by operating activities 19,809 504,168 Cash Flows from Investing Activities Purchase of FHLB stock ( 2,087 ) ( 2,064 ) Redemption of FHLB stock — 8,108 Proceeds from sale of available for sale debt securities 10,887 — Purchase of available for sale debt securities ( 4,000 ) — Purchase of mortgage servicing rights — ( 2,723 ) Proceeds from sale of mortgage servicing rights 80,845 — Proceeds from sales of other real estate 238 790 Purchases of premises and equipment ( 1,052 ) ( 2,809 ) Net increase in loans ( 547,182 ) ( 752,092 ) Contributions from Lender Risk Account ( 2,084 ) ( 1,572 ) Proceeds from Lender Risk Account 6,200 1,682 Net cash and cash equivalents used in investing activities ( 458,235 ) ( 750,680 ) Cash Flows from Financing Activities Net change in deposits 496,997 4,258 Cash dividends paid on common stock ( 2,569 ) ( 2,573 ) Subordinated debt call and repayment ( 20,000 ) ( 17,250 ) Subordinated debt issuance, net of costs 24,107 — Advances of FHLB borrowings 355,000 350,000 Repayment of FHLB borrowings ( 369,507 ) — Preferred stock dividend ( 9,011 ) ( 9,650 ) Preferred stock repurchase ( 11,571 ) — Stock repurchased ( 770 ) ( 616 ) Proceeds from exercised stock options 155 — Net cash and cash equivalents provided by financing activities 462,831 324,169 Net Increase in Cash and Cash Equivalents 24,405 77,657 Cash and Cash Equivalents - Beginning of year 351,890 274,233 Cash and Cash Equivalents - End of year $ 376,295 $ 351,890 See notes to consolidated financial statements. Consolidated Statements of Cash Flows (Continued) Years Ended December 31, 2024 and 2023 (Dollars in thousands) Supplemental Cash Flow Information 2024 2023 Cash paid for: Interest $ 202,362 $ 164,197 Income taxes 43,352 3,275 Non-cash supplemental information: Rebooked GNMA loans over 90 days ( 22,766 ) 19,966 Loans transferred to other real estate 3,525 217 Loans transferred from loans held for sale to loans 179,805 241,556 Loans transferred from loans to loans held for sale 74,921 119,344 Adoption of ASC 326 — 7,495 F-7 Table of Contents Northpointe Bancshares, Inc. Notes to Consolidated Financial Statements Note 1 — Nature of Operations Northpointe Bancshares, Inc.’s (the “Company”) primary lending focus is the origination of residential mortgages throughout the United States. The majority of these loans are sold in the secondary market through a network of investors. The Company has also developed a mortgage advance program which provides funding to pre-approved mortgage bankers who originate and sell individual conforming and non-qualified loan products in the secondary market. The Company continues to service loans which were originated and sold to investors as well as loans held in its portfolio which were originated and selectively held in portfolio. Note 2 — Significant Accounting Policies Basis of Presentation and Consolidation The 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 only banking branch is located in Michigan, but the Company markets its banking products to deposit customers located throughout the United States. The Company is also active nationwide in mortgage lending through a network of mortgage bankers and other financial institutions. Note 3 discusses the types of lending in which the Company engages. The Company’s primary concentration is in real estate lending, including the origination and sale of 1 – 4 family real estate mortgages to the secondary market to Government Sponsored Entities (“GSEs”). Change in Presentation due to Stock Split On December 19, 2024, the stockholders approved a 10 -for-1 stock split whereby each holder of common stock received nine additional shares of common stock for each share owned as of the record date of December 19, 2024. Such shares were distributed on December 30, 2024. All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the stock split as if it had occurred as of the earliest period presented. 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. Revenue Recognition Net gain on sale of loans held for sale includes all components related to the origination and sale of mortgage loans, including (1) net gain on sale of loans, which represents the premium received in excess of the loan principal amount and certain fees charged by investors upon sale of loans into the secondary market, (2) loan origination fees (credits), points and certain costs, (3) provision for or benefit from investor reserves, (4) the change in fair value of interest rate locks, loans held for sale, and held for investment, (5) the gain or loss on forward commitments hedging loans held for sale and interest rate lock commitments (“IRLCs”), (6) the fair value of Lender Risk Account (“LRA”), and (7) capitalization of MSRs. An estimate of the net gain on sale of loans is recognized at the time an IRLC is issued, net of a pull-through factor (percentage of locked volume that end up closing). Subsequent changes in the fair value of IRLCs and mortgage loans held for sale are recognized in current period earnings. When the mortgage loan is sold into the secondary market, any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in net gain on sale of loans held for sale. Loan servicing fees include income from (1) servicing, (2) sub-servicing and ancillary fees, and is recorded to income as earned, which is upon collection of payments from borrowers, and (3) the fair value changes in MSRs. F-8 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) Net interest income includes interest earned on held for investment loans (including Mortgage Purchase Program “MPP”), held for sale loans, and securities, net of the interest expense paid on our deposit and borrowing facilities. Interest income is recorded as earned and interest expense is recorded as incurred. ASC 606, Revenue Recognition (“Topic 606”), (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as other real estate owned. The majority of the Company’s revenue is from interest income, including loans and securities, which are outside the scope of the standard. The 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. 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. Securities Debt securities are classified as available for sale or held to maturity. Securities classified as available for sale are recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive (loss) income. Securities classified as held to maturity are to be carried at cost only if the Company has the positive intent and ability to hold these securities to maturity. Equity securities include investments in mutual funds and are recorded at fair value with unrealized gains and losses included in noninterest income in the accompanying consolidated statements of income. Purchase premiums and discounts on debt securities are recognized in interest income using the interest method. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the securities before recovery of its amortized cost basis. 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 $ 100,000 and $ 195,000 at December 31, 2024 and 2023, respectively and is excluded from the estimate of credit losses. Other securities, totaling $ 69.6 million and $ 67.5 million at December 31, 2024 and 2023, respectively, consist of restricted Federal Home Loan Bank stock, which is carried at cost and periodically evaluated for credit losses. Both cash and stock dividends are reported as other interest income. 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 at December 31, 2024 and 2023. F-9 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) Originated government guaranteed loans are pooled and sold as Ginnie Mae MBS. Pursuant to Ginnie Mae servicing guidelines, the Company has the unilateral right to repurchase loans securitized in Ginnie Mae pools that are due, but unpaid, for three consecutive months (typically referred to as 90 days past due). As a result, once the delinquency criteria have been met, regardless of whether the repurchase option has been or intends to be exercised, the loan is required to be re-recognized on the balance sheet by the Company. These loans, totaling $ 0 as of December 31, 2024 and totaling $ 22.8 million as of December 31, 2023, are recorded in loans held for sale and a corresponding liability to repurchase the loans is recorded in other liabilities on the consolidated balance sheets. Mortgage Purchase Program (“MPP”) The Company has developed a program whereby it provides a collateralized mortgage purchase facility marketed to independent mortgage bankers nationwide. The Company refers to this as its Mortgage Purchase Program (“MPP”). Individual advances under the facility are reviewed and approved by the Company and are secured by specific one-to-four family mortgage loans. These facilities enable the Company’s MPP clients to close and fund their mortgages and during a relatively short period (typically less than 30 days), the originated loans are sold into the secondary market via government agencies (Fannie Mae, Freddie Mac or Ginnie Mae) or institutional investors (banks, large mortgage companies, insurance companies, mortgage REIT’s) or are securitized. The Company, from time to time, also participates out portions of the individual advances (“the participating interest”) through participation agreements with other financial institutions. Cash flows associated with the individual advances are shared on a pro-rata basis with the participating banks. The Company charges the mortgage banker an administrative fee per individual mortgage loan and earns interest while the loan is owned by the Company. Fee income is included in MPP fees on the Consolidated Statements of Income. There were no delinquent loans and or credit losses in the Company’s MPP business during 2024 or 2023. Extended dwell sub-limits of purchase facilities, which have longer than expected standard turn times to be sold, may be issued to the mortgage bankers to facilitate loans that may not be delivered to the secondary market within the terms of the original advance. At December 31, 2024 and 2023, the Bank had outstanding balances on these facilities of $ 31.4 million and $ 28.3 million, respectively. Participations of the individual advances referenced above are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. 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 at December 31, 2024 and 2023. 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 commitments to originate loans and forward sales commitments; commitment to originate loans intended to be sold whereby the interest rate on the loan is determined prior to funding “interest rate lock commitment”; forward sales commitments whereby the Company has a mandatory commitment to deliver loans at a future date. The fair value of both rate lock commitments and mandatory forward sales commitments is based on the estimated cash flows associated with delivering a pool of assets at the prevailing market rates and pull through rate. See Note 18 for more detail on fair value of these commitments at December 31, 2024 and 2023. F-10 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) 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 at December 31, 2024 and 2023. Lender Risk Account A Lender Risk Account (“LRA”) has been established for loans sold by the Company to the Federal Home Loan Bank of Indianapolis (“FHLB”). The LRA is funded through a reduction of the purchase price and maintained by the FHLB at 1.20 % of the loan balance and is used to offset credit losses over the life of the loans sold by the Company to the FHLB. If the LRA has not been depleted by losses, funds are returned to the Company over time, beginning after five years and continuing through 25 years. As of December 31, 2024 and 2023, the Company had on deposit with the FHLB $ 54.7 million and $ 56.0 million, respectively, in these LRA’s. Additionally, as of December 31, 2024 and 2023, the Company estimated the guaranty account, which is recorded in other liabilities in the Company’s Consolidated Balance Sheets, to be $ 3.9 million and $ 2.3 million, 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 $ 28.4 million and $ 31.7 million at December 31, 2024 and 2023, respectively. See Note 18 for a description of the methods and assumptions used to determine fair value at December 31, 2024 and 2023. Loans The Company offers a mortgage purchase program (“MPP”) and residential mortgage loans to its clients and customers. Those include the All-in-One, or “AIO” loan, which is a specialized first mortgage revolving equity line of credit linked by one account to a demand deposit bank account of the borrower. 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 $ 20.8 million and $ 20.9 million as of December 31, 2024 and 2023 and is included in other assets in the Consolidated Balance Sheets. 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 the cash basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. Allowance for Credit Losses (“Allowance”) 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. F-11 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) A loss given default methodology is utilized to estimate losses on the residential loan portfolio, which makes up substantially all held-for-investment loans. This methodology is used to project a default rate, prepayment rate, and severity factor for each loan in the portfolio to arrive at the lifetime credit loss for the construction and land development, home equity loans, and closed end, first and second liens. The accumulated expected credit losses are impacted by changes in borrower delinquencies, changes in loan to values, and changes in FICO scores. Lifetime credit losses are also adjusted by reasonable and supportable economic forecasts. As of December 31, 2024 and 2023, the Moody’s Baseline December U.S. Macroeconomic Outlook was utilized. For the majority of the commercial loan portfolio, a discounted cash flow methodology adjusted for peer group benchmarks on probability of default, prepayment speeds, and curtailment rate is used. For MPP, as the Company has not experienced any losses, the accumulated expected credit losses are currently derived based on qualitative factors described below. Within these portfolios, management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, or doubtful, which are more fully explained in Note 3. 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. 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 analyzed by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. 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. 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. 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. F-12 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) 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: The Company has developed a program whereby it provides lending facilities to pre-approved mortgage bankers. Individual advances under the facility are reviewed and approved by the Company and are secured by specific one-to-four family mortgage loans, which the mortgage banker intends to sell and deliver to the secondary market within 60 days. 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 letters of credit commitments as of December 31, 2024 and 2023. Other Real Estate Owned Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (less costs to sell) at the date of the foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. Related revenue, expenses, and changes in the valuation allowance are included in other expenses. Total other real estate owned included in other assets at December 31, 2024 and 2023 was approximately $ 3.0 million and $ 24,000 , respectively. The Company had real estate in the process of foreclosure totaling $ 2.2 million as of December 31, 2024, and $ 2.5 million as of December 31, 2023. 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. F-13 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) 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 right of use assets and lease liabilities were $ 1.5 million and $ 1.5 million, respectively, at December 31, 2024 and were $ 2.6 million and $ 2.5 million at December 31, 2023. Right of use assets are included in other assets and lease liabilities are include in other liabilities in the Company’s Consolidated Balance Sheets. Use of Estimates 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. 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 $ 2.6 million and $ 4.6 million, as of December 31, 2024 and 2023, respectively, and is included in accrued and other liabilities on the consolidated balance sheet. 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. 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. F-14 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) The Company evaluates the realization of the deferred tax assets based on future taxable income, among other things. 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. Amortization of the intangible asset was $ 1.0 million in 2024 and $ 1.0 million in 2023. Decreases in loan production, margin, or other changes in the secondary market may impact the carrying value of the recorded intangible asset. As a result of projected decreases in loan production and margins, an impairment of $ 1.5 million and $ 137,000 was recorded in 2024 and 2023, respectively. Amortization is expected to be approximately $ 586,000 per year through 2028. The net balance of intangible asset was $ 2.1 million and $ 4.5 million at December 31, 2024 and 2023, 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. 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. F-15 Table of Contents Northpointe Bancshares, Inc. Note 2 — Significant Accounting Policies (continued) Recently Adopted Accounting Pronouncements On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables, held to maturity debt securities, and accounts receivable. It also applies to off-balance-sheet credit exposures such as loan commitments. In addition, ASC 326 made changes to the accounting for available for sale debt securities. The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures. The Company recorded a net decrease to retained earnings of $ 7.5 million as of January 1, 2023 for the cumulative effect of adopting ASC 326. In March 2022, the FASB issued ASU 2022-02, “Financial Instruments — Credit Losses (Topic 326)”. The amendments in this ASU eliminate the accounting guidance for troubled debt restructures (“TDRs”) by creditors in Subtopic 310-40, “Receivables — Troubled Debt Restructurings by Creditors,” while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. In addition, for public business entities, the amendments in this Update require that an entity disclose current- period gross charge-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, “Financial Instruments — Credit Losses — Measured at Amortized Cost.” Adoption of this ASU on January 1, 2023 did not have a material impact on the Company’s financial results and the additional required disclosures for gross charge-offs have been included in the footnotes to the consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820).” The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security, and therefore, is not considered in measuring fair value. Furthermore, the amendments to this ASU clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The update to this ASU requires the following disclosures for equity securities: (1) The fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; (2) The nature and remaining duration of the restriction(s) and; (3) The circumstances that could cause a lapse in the restriction(s). The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company has concluded that the updates did not have a material impact on the Company’s financial position and/or results of operations. In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging — Portfolio Layer Method (“ASU 2022-01”), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amends the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renames that method the “portfolio layer” method and expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. This scope expansion is consistent with the FASB’s efforts to simplify hedge accounting and allows entities to apply the same method to similar hedging strategies. ASU 2022-01 is effective for private entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company has concluded that the updates did not have a material impact on the Company’s financial position and/or results of operations. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures, which requires enhanced disclosures on both an annual and interim basis about significant segment expenses, including for companies with only one reportable segment. This ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. The Company adopted this ASU as required as of December 31, 2024 and identified that it has two reportable segments, Retail Banking and MPP lending. Required disclosures are provided in Note 22. F-16 Table of Contents Northpointe Bancshares, Inc. Note 2 — 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 beginning after December 15, 2024. The Company is currently assessing the impact of the update and its operations, financial position, and disclosures. 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 up through and including March 28, 2025, which is the date the consolidated financial statements were available to be issued. On February 13, 2025, the Company closed on an initial public offering and began trading on the New York Stock Exchange on February 14, 2025, under the symbol NPB. The offering price was $ 14.50 per share and resulted in net proceeds to the Company of $ 116.9 million and the issuance of 10,420,000 new shares ( 8,620,000 to new stockholders and 1,800,000 to existing selling stockholders). Note 3 — Loans and Allowance for Credit Losses A summary of the balances of loans follows (000s omitted): 2024 2023 Residential $ 2,699,890 $ 2,605,413 Commercial 8,013 18,037 MPP 1,710,820 1,146,826 Total loans 4,418,723 3,770,276 Less: Allowance for credit losses 11,190 12,295 Net deferred loan (cost)/fees ( 9,031 ) ( 10,923 ) Net loans $ 4,416,564 $ 3,768,904 The residential mortgage loan portfolio includes $ 173.0 million and $ 100.2 million of loans measured at fair value on December 31, 2024 and 2023, respectively. F-17 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) Activity in the allowance for credit losses for 2024 is summarized as follows (000s omitted): 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 Activity in the allowance for loan losses for 2023 is summarized as follows (000s omitted): Year Ended December 31, 2023 Residential Commercial MPP Unallocated Total Beginning balance, prior to adoption of ASC 326 $ 5,908 $ 78 $ 317 $ 62 $ 6,365 Impact of adopting ASC 326 9,403 ( 38 ) — ( 58 ) 9,307 Charge-offs ( 932 ) — — — ( 932 ) Recoveries 66 58 — — 124 Provision (benefit) ( 2,703 ) ( 47 ) 141 40 ( 2,569 ) Ending balance $ 11,742 $ 51 $ 458 $ 44 $ 12,295 Nonaccrual Loans The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing in the held for investment portfolio, excluding those loans carried at fair value, as of December 31, 2024 (000s omitted): As of and for the Year Ended December 31, 2024 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 following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing in the held for investment portfolio, excluding those loans carried at fair value, as of December 31, 2023 (000s omitted): F-18 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) As of and for the Year Ended December 31, 2023 Nonaccrual with No Allowance Nonaccrual with Allowance Total Nonaccrual Over 90 days Accruing Total Residential: Construction and land development $ 4,200 $ 202 $ 4,402 $ — $ 4,402 Home equity lines of credit 2,977 620 3,597 497 4,094 Closed end, first liens 12,459 1,468 13,927 3,298 17,225 Closed end, second liens 726 — 726 — 726 Total $ 20,362 $ 2,290 $ 22,652 $ 3,795 $ 26,447 The Bank has not recognized any material interest income on nonaccrual loans during 2024 or 2023. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the sale of the collateral and the borrower is experiencing financial difficulty. The allowance is calculated on an individual loan basis of the shortfall between the fair value of the loan’s collateral, which is adjusted for selling costs, and the loan’s amortized cost. If the fair value of the collateral exceeds the loan’s amortized cost, no allowance is necessary. The amortized cost of collateral dependent loans by class as of December 31, 2024 was as follows (000s omitted): 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 2023 Collateral Type Real Estate Other Allowance Allocated Residential: Construction and land development $ 3,976 $ — $ 6 Home equity lines of credit 3,414 — 14 Closed end, first liens 8,119 — — Closed end, second liens 662 — — Total $ 16,171 $ — $ 20 F-19 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) Age Analysis of Loans The following tables detail the age analysis of loans, excluding those loans carried at fair value, at December 31, 2024 and 2023 (000s omitted): 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 December 31, 2023 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 $ 3,874 $ 1,883 $ 3,670 $ 9,427 $ 337,713 $ 347,140 Home equity lines of credit 4,164 884 3,861 8,909 603,776 612,685 Closed end, first liens 10,886 4,721 11,416 27,023 1,439,879 1,466,902 Closed end, second liens 1,934 211 662 2,807 86,644 89,451 Commercial — — — — 18,037 18,037 MPP — — — — 1,146,826 1,146,826 Total $ 20,858 $ 7,699 $ 19,609 $ 48,166 $ 3,632,875 $ 3,681,041 F-20 Table of Contents Northpointe Bancshares, Inc. Note 3 — Loans and Allowance for Credit Losses (continued) 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 2024, there were $ 4.5 million loans: 14 closed end, first liens, for $ 3.9 million, 1 construction and land development for $ 255,000 , 1 home equity line of credit for $ 134,000 , and 1 closed end, second lien for $ 153,000 , that were both experiencing financial difficulty and modified during the year. These loans were a combination of term extensions and interest rate reductions and were on nonaccrual status at time of modification. During 2023, there were $ 2.2 million loans: 5 closed end, first lien loans for $ 1.7 million and 1 home equity loan for $ 463,000 , that were both experiencing financial difficulty and modified during the year. These loans were a combination of term extension and interest rate reduction. During 2023, all closed end, first liens loan were on nonaccrual status at time of modification and the home equity line of credit was on accrual status at time of modification. There were no material modifications to borrowers experiencing financial difficulty within the previous twelve months that became 30 days or more past due during the years ended December 31, 2024 and 2023. 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-21 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 year to date charge-offs (excluding those loans carried at fair value) as of December 31, 2024 based on year of origination (000s omitted): 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 8,947 — 79,763 Nonperforming — 681 541 59 — 252 — 1,533 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-22 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 year to date charge-offs as of December 31, 2023 based on year of origination (000s omitted): 2023 2022 2021 2020 2019 Prior Revolving Loans Amortized Cost Basis Total Construction and Land Development: Performing $ 105,297 $ 153,972 $ 53,048 $ 17,445 $ 2,749 $ 10,227 $ — $ 342,738 Nonperforming 1,026 2,010 664 227 — 475 — 4,402 Total 106,323 155,982 53,712 17,672 2,749 10,702 — 347,140 Gross charge-offs — 459 — — — 29 — 488 Home Equity Lines of credit: Performing — — — — — — 609,088 609,088 Nonperforming — — — — — — 3,597 3,597 Total — — — — — — 612,685 612,685 Gross charge-offs — 103 80 — — — — 183 First liens, closed end loans: Performing 83,332 1,071,789 163,674 49,965 39,056 45,159 — 1,452,975 Nonperforming — 4,849 1,670 1,860 1,877 3,671 — 13,927 Total 83,332 1,076,638 165,344 51,825 40,933 48,830 — 1,466,902 Gross charge-offs — 192 — — — 25 — 217 Second liens, closed end loans: Performing 19,864 36,846 10,472 10,317 5,034 6,192 — 88,725 Nonperforming — 198 63 — 235 230 — 726 Total 19,864 37,044 10,535 10,317 5,269 6,422 — 89,451 Gross charge-offs — 44 — — — — — 44 Commercial: Risk Rating Pass — 413 — — — 378 17,021 17,812 Special mention — — — — 198 27 — 225 Total — 413 — — 198 405 17,021 18,037 Gross charge-offs — — — — — — — — MPP: Risk Rating Pass — — — — — — 1,129,764 1,129,764 Special mention — — — — — — 17,062 17,062 Total — — — — — — 1,146,826 1,146,826 Gross charge-offs — — — — — — — — Grand Total $ 209,519 $ 1,270,077 $ 229,591 $ 79,814 $ 49,149 $ 66,359 $ 1,776,532 $ 3,681,041 Grand Total Gross charge-offs $ — $ 798 $ 80 $ — $ — $ 54 $ — $ 932 There were no revolving loans converted to term loans during 2023. F-23 Table of Contents Northpointe Bancshares, Inc. Note 4 — Bank Premises and Equipment, Net A summary of the cost and accumulated depreciation of premises and equipment follows (000s omitted): 2024 2023 Land $ 6,325 $ 5,826 Leasehold improvements 163 604 Buildings and building improvements 24,673 24,074 Furniture, fixtures, and equipment 10,414 10,241 Construction in progress — 427 Total cost 41,575 41,172 Accumulated depreciation ( 14,283 ) ( 11,876 ) Net $ 27,292 $ 29,296 Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $ 2.8 million and $ 3.0 million, respectively. Future undiscounted lease payments for operating leases with initial terms of one year of more as of December 31, 2024 are as follows (000s omitted): 2025 $ 931 2026 492 2027 238 2028 99 2029 77 Total undiscounted lease payments 1,837 Less discount to net present value ( 330 ) Total operating lease liabilities $ 1,507 The lease liability is included in other liabilities in the Company’s Consolidated Balance Sheet. The weighted average remaining discount rate was 3.43 % and weighted average remaining life was 2.7 years for the year ended December 31, 2024. The leases contain options to extend for periods from 3 to 4 years . The cost of such rentals is not included above. Total rent expense for the years ended December 31, 2024 and 2023 amounted to $ 1.7 million and $ 3.1 million, respectively. The Company also leases portions of its main office location to third parties. The amounts included in Occupancy and equipment expense are net of rental income of $ 1.1 million and $ 735,000 for the years ended December 31, 2024 and 2023, respectively. Future income from non-cancelable lease agreements in effect at December 31, 2024 is as follows (000s omitted): 2025 $ 1,142 2026 1,071 2027 997 2028 696 2029 360 Thereafter 339 Total $ 4,605 F-24 Table of Contents Northpointe Bancshares, Inc. Note 5 — Mortgage Servicing Rights Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans and other loans serviced for others were approximately $ 1.3 billion and $ 6.9 billion at December 31, 2024 and 2023, respectively. In addition, approximately $ 3.0 billion and $ 3.5 billion at December 31, 2024 and 2023, respectively, of loans were sub-serviced on behalf of other unaffiliated investors. The Company has an ongoing relationship to sell servicing rights to a buyer on a routine basis when the loans are sold to the agencies while maintaining a subservicing relationship. Under this relationship, the servicing is conducted in the name of Northpointe Bank. The following summarizes the loan servicing fees which are reported in Loan Servicing Fees in the Company’s Consolidated Statements of Income (000s omitted): 2024 2023 Contractual servicing fees $ 11,758 $ 23,601 Late fees 431 627 Other fees 87 94 Total $ 12,276 $ 24,322 At December 31, 2024 the fair value of mortgage servicing rights was determined using discount rates between 10.0 % and 12.0 %, average cost of servicing between $ 70 and $ 85 per file per year, and a prepayment speed of 9.7 %. At December 31, 2023 the fair value of mortgage servicing rights was determined using discount rates between 10.0 % and 12.5 %, average cost of servicing between $ 70 and $ 85 per file per year, and a prepayment speed of 7.2 %. The following summarizes mortgage servicing rights capitalized and amortized (000s omitted): 2024 2023 Balance – Beginning of year $ 95,339 $ 101,792 Additions 5,004 4,841 Paid in full loans ( 1,703 ) ( 4,355 ) Change in fair value ( 1,604 ) ( 9,682 ) Proceeds from sale ( 80,845 ) — Bulk purchases — 2,743 Loss on sale ( 1,058 ) — Balance – End of year $ 15,133 $ 95,339 During 2024, the Company did not purchase any mortgage servicing rights. During 2023, the Company acquired one bulk purchase of mortgage servicing rights with an unpaid principal loan balance of $ 298.0 million for $ 2.7 million in mortgage servicing right assets. F-25 Table of Contents Northpointe Bancshares, Inc. Note 5 — Mortgage Servicing Rights (continued) During April and May 2024, the Company performed one bulk sale of mortgage servicing rights with an unpaid principal balance of $ 5.7 billion. The associated fair value of the assets and proceeds received of the mortgage servicing rights assets was $ 80.8 million. Related to this transaction, in April 2024, the Bank repurchased a pool of GNMA delinquent loans with unpaid principal balances totaling $ 36.0 million. All loans in this pool are guaranteed by the Federal Housing Administration (“FHA”), the Department of Agriculture Rural Development (“RD”) or the department of Veteran Affairs (“VA”). There were no bulk mortgage servicing rights sales in 2023. The following table summarizes the hypothetical effect on the fair value of servicing rights using adverse changes of 10.0% and 20.0% to the weighted-average of certain significant assumptions used in valuing these assets (000s omitted): 2024 2023 Actual 10% Adverse Change 20% Adverse Change Actual 10% Adverse Change 20% Adverse Change Discount rate change 10.6 % $ 14,493 $ 13,904 10.2 % $ 91,100 $ 87,205 Constant prepayment rate 9.7 % 14,606 14,117 7.2 % 92,496 89,813 Cost to service $ 75 14,947 14,761 $ 72 93,991 92,643 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 $ 110.6 million and $ 169.4 million at December 31, 2024 and 2023, 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, represent commitments to lend to customers at predetermined interest rates. The following table presents the recorded gain/(loss) on derivative financial instruments at December 31 (000s omitted): Year ended December 31, 2024 2023 Interest rate-lock commitments $ 2,047 $ 2,948 Forward commitments ( 1,201 ) ( 2,719 ) The following table provide details on the Company’s derivative financial instruments at December 31 (000s omitted): 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 2023 Notional Amount Asset Liability Interest rate-lock commitments $ 106,604 2,959 11 Forward commitments 260,000 93 2,812 Total $ 366,604 $ 3,052 $ 2,823 F-26 Table of Contents Northpointe Bancshares, Inc. Note 6 — Derivative Financial Instruments (continued) As of December 31, 2024 and 2023, the counterparty collateral asset balance was $ 0 and $ 1.3 million, respectively and was included in other assets in the consolidated balance sheets. As of December 31, 2024 and 2023, the counterparty collateral liability balance was $ 43,000 and $ 100,000 and was included in accruals and other liabilities in the consolidated balance sheets. Note 7 — Deposits The following is a summary of the distribution of deposits at December 31, (000s omitted): 2024 2023 Noninterest-bearing deposits $ 208,938 $ 253,143 Interest-bearing demand deposits 690,340 600,146 Savings and money market accounts 334,308 368,394 Time: Under $250,000 2,047,754 1,630,903 $250,000 and over 141,215 72,972 Total $ 3,422,555 $ 2,925,558 Brokered time deposits totaled $ 1.82 billion and $ 1.47 billion at December 31, 2024 and 2023, respectively. At December 31, 2024, the scheduled maturities of time deposits are as follows (000s omitted): 2025 $ 2,006,904 2026 92,305 2027 17,183 2028 47,013 2029 25,564 Thereafter — Total $ 2,188,969 Note 8 — Borrowings The Bank has an advance agreement with the FHLB. At December 31, 2024, the Bank had 34 advances totaling $ 1.3 billion carrying a fixed interest rate ranging between 104 and 484 basis points with scheduled maturities between 4 months and 9.17 years. The weighted average rate was 3.83 % in 2024. At December 31, 2023, the Bank had 35 advances totaling $ 1.3 billion carrying a fixed interest rate ranging between 104 and 474 basis points with scheduled maturities between 5 months and 9.3 years. The weighted average rate was 3.36 % in 2023. The advances are collateralized by approximately $ 3.2 billion and $ 2.5 billion of mortgage loans and loans held for sale as of December 31, 2024 and 2023, respectively, under an agreement which calls for specific identification of pledged loans. Included in the above, advances totaling $ 10.0 million and $ 175.0 million are putable advances. At December 31, 2024, the scheduled maturities of the advances are as follows (000s omitted): 2025 $ 143,750 2026 60,000 2027 275,000 2028 50,000 2029 265,000 Thereafter 465,000 Total $ 1,258,750 F-27 Table of Contents Northpointe Bancshares, Inc. Note 8 — Borrowings (continued) The Bank recognized a $ 1.7 million of gain on debt extinguishment of a $ 50.0 million FHLB advance in the fourth quarter of 2024. This gain is reported in other noninterest income in the Consolidated Statement of Income. In January 2025, the Bank executed another extinguishment of $ 102.5 million in FHLB advances, recognizing a $ 2.0 million gain on extinguishment. The Bank also has a line of credit included under the collateral agreement mentioned above, allowing borrowing up to $ 50.0 million. The interest rate on the line of credit is a floating rate determined by the FHLB and the line of credit matures on May 10, 2025. The Bank had no outstanding borrowings on the line of credit at December 31, 2024 and 2023. Note 9 — 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 $ 700,000 and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively. Participants are immediately 100 % vested in salary and rollover contributions and any income or loss thereon. Vesting in the matching contributions is based on years of service. Participants vest in contributions made by the Company 20 % after one year of service and another 20 % per year per until they become fully vested after five years of service. If a participant is not fully vested on their termination date, the non-vested amount is forfeited. Forfeitures are used to reduce company contributions and/or to pay administrative expenses of the plan. The ESOP held 951,600 shares and 1,021,600 shares of the Company’s common stock for the years ended December 31, 2024 and 2023, respectively. During 2024 and 2023, all shares have been allocated to participants. In 2024, the ESOP did not purchase any shares. In 2023, the ESOP did not purchase any shares. During 2024, the Company repurchased 70,000 shares at $ 1.10 per share from the ESOP. During 2023, the Company purchased 56,000 shares at $ 1.10 per share from the ESOP. Dividends on ESOP shares are reinvested and allocated to the participants. The fair value to repurchase the shares held was approximately $ 13.7 million at December 31, 2024 and $ 11.2 million at December 31, 2023. 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 $ 175,000 (with no aggregate exposure limitation) at December 31, 2024. Losses in excess of the limitation are covered by reinsurance. Amounts expensed by the Company under the plan were approximately $ 4.6 million and $ 8.1 million for the years ended December 31, 2024 and 2023, respectively, recorded in salaries and employee benefits on the consolidated statement of income. The Company recorded an accrual of approximately $ 390,000 and $ 528,000 at December 31, 2024 and 2023, respectively, for known claims and estimated claims incurred but not reported, reported in accrued and other liabilities on the consolidated balance sheets. Note 10 — Stock Compensation Plans The Company has three share based compensation plans, which are described below. No stock option expense was recorded for the years ended December 31, 2024 and 2023. The stock option plan and stock appreciation rights plan are both legacy plans which the Company does not intend to issue any new shares under after 2024. The Company has 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. 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. F-28 Table of Contents Northpointe Bancshares, Inc. Note 10 — Stock Compensation Plans (continued) The calculated value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted average assumptions. 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 2024 or 2023. A summary of option activity under the Plan for the year ended December 31, 2024 is presented below: Options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2023 84,000 2.29 1.9 Granted — — Exercised ( 65,000 ) ( 2.37 ) Forfeited or expired — — Outstanding at December 31, 2024 19,000 2.00 0.6 Vested at December 31, 2024 19,000 2.00 0.6 The total intrinsic value of the options exercised during the year ended December 31, 2024 was approximately $ 576,000 . No options were exercised in 2023. The total intrinsic value of the options outstanding at December 31, 2024 and 2023 was approximately $ 236,000 and $ 718,000 , respectively. As of December 31, 2024 and 2023, 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. The Bank utilizes a third party valuation service for the measurement of fair value of the Company’s stock price as provided for in the Employee Stock Ownership Plan Report. On December 24, 2024, the Company terminated 837,500 shares of outstanding executive officer stock appreciation right awards and replaced with 849,530 shares of restricted stock units. A summary of stock appreciation right awards for the year ended December 31, 2024 is as follows: Stock Awards Number of Shares Weighted Average Exercise Price Non-vested at January 1, 2023 1,477,500 $ 7.33 Granted 400,000 11.23 Exercised ( 235,000 ) 5.12 Forfeited or expired ( 1,097,500 ) 10.80 Outstanding at December 31, 2024 545,000 $ 11.00 The Company also has a restricted stock award plan which was implemented during 2024. 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-29 Table of Contents Northpointe Bancshares, Inc. Note 10 — Stock Compensation Plans (continued) A summary of changes in the Company’s nonvested restricted stock awards for the year follows ($000s omitted): Nonvested Stock Awards Number of Shares Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding at January 1, 2024 — — — Granted 849,530 $ 14.40 $ 12,233 Exercised — — — Forfeited or expired — — — Outstanding at December 31, 2024 849,530 $ 14.40 $ 12,233 Compensation cost related to restricted stock awards totaled $ 177,000 and $ 0 for 2024 and 2023, respectively. As of December 31, 2024, there was $ 12.1 million of total remaining compensation cost related to nonvested restricted stock awards granted under the Company’s stock-based compensation plans. The cost is expected to be recognized over a weighted-average period of 3.6 years. There were no vesting of restricted stock awards during 2024 or 2023. Note 11 — Subordinated Debentures On February 13, 2017, the Company issued $ 8.5 million of subordinated notes due March 1, 2027. All notes were redeemed and repaid on December 1, 2023. On September 27, 2017, the Company issued $ 8.75 million of subordinated notes due September 30, 2027. All notes were redeemed and repaid on October 1, 2023. On September 28, 2018, the Bank issued $ 15.0 million of subordinated notes due October 1, 2028. The notes are redeemable on October 1, 2023. Interest payments are due April 1 and October 1 of each year at a fixed rate of 6.875 % through October 1, 2023 and converted to a variable rate of the three-month LIBOR plus 3.765 % with payments due quarterly January 1, April 1, July 1, and October 1 of each year. The notes include fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable. The alternative index rate is three-month CME Term SOFR plus 4.03 % (an effective rate of 8.718 % as of December 31, 2024). The cash raised by the Bank was used as a source of capital for the Bank’s organic growth. All notes were redeemed and repaid in January 2025. On September 9, 2019, the Company issued $ 20.0 million of subordinated notes due September 30, 2029. The notes become redeemable on September 30, 2024. Interest payments are due March 30 and September 30 of each year at a fixed rate of 6.0 % through September 30, 2024 and convert to a variable rate of the three-month SOFR plus 4.905 % with payments due quarterly March 30, June 30, September 30, and December 30 of each year. In the event three-month SOFR is less than zero, three-month term SOFR shall be deemed to be zero. The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters. All notes were redeemed in and repaid in 2024. On August 22, 2024, the Company issued $ 25.0 million of subordinated notes due September 1, 2034. The notes become redeemable on September 1, 2029. Interest payments are due on March 1 and September 1 of each year at a fixed rate of 9.0 % through September 1, 2029 and convert to a variable rate of three month SOFR plus 5.50 % with payments due quarterly. The cash raised by the Bank was used as a source of capital for the Bank’s organic growth. As of December 31, 2024, maturities of subordinated debt were as follows (000s omitted): 2025 $ 15,000 2029 — 2034 25,000 Total 40,000 Less unamortized deferred costs 1,067 Total maturities, net unamortized deferred costs $ 38,933 F-30 Table of Contents Northpointe Bancshares, Inc. Note 12 — Subordinated Debentures Issued through Trusts Northpointe Statutory Trust I, a business trust, sold 5,000 cumulative preferred securities (trust preferred securities) at $ 1,000 per trust preferred security in a March 17, 2004 pooled offering. The proceeds from the sale of the trust preferred securities were used by Northpointe Statutory Trust I to purchase an equivalent amount of subordinated debentures from Northpointe Bancshares, Inc. The subordinated debentures issued by the Company carry a floating rate equal to the three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 2.79 % or three-month LIBOR plus 2.79 % (an effective rate of 7.74 % and 8.38 % at December 31, 2024 and 2023, respectively), have a stated maturity of 30 years and, in effect, are guaranteed by Northpointe Bancshares, Inc. The subordinated debentures include fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable; however, the alternative index rate must be based on a three-month product. The proceeds from the offering of the subordinated debentures were used to inject capital into the Bank. The subordinated debentures are carried on the consolidated balance sheets as a liability. The related interest expense, including amortization of the issuance cost, is recorded on the consolidated statements of income. The securities are redeemable at par after five years . Distributions on the subordinated debentures are payable quarterly. Under certain circumstances, distributions may be deferred for up to 20 calendar quarters. However, during any such deferrals, interest accrues on any unpaid distributions at the stated rate per annum. Note 13 — Issuance of Preferred Stock On December 30, 2021, the Company issued $ 25.0 million of 7.25 % Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series B, no par value, with a liquidation preference of $ 1,000 per share. When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual rate of 7.25 %, payable quarterly, in arrears. The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters. 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. When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual rate of 8.25 %, payable quarterly, in arrears. The cash raised by the Company was used as a source of capital for the Bank’s organic growth, and general corporate matters. During 2024, the Company redeemed 13,000 shares for $ 11.6 million. Note 14 — Off-balance-sheet Activities Credit-related Financial Instruments The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments. At December 31, 2024 and 2023, the following financial instruments were outstanding whose contract amounts represent credit risk (000s omitted): Contract Amount 2024 2023 Commitments to grant loans $ 2,407,551 $ 3,373,318 Unfunded commitments under lines of credit 334,180 293,128 F-31 Table of Contents Northpointe Bancshares, Inc. Note 14 — Off-balance-sheet Activities (continued) 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 $ 385,000 as of December 31, 2024 and provision for credit losses relating to unfunded commitments was a benefit of $ 1.2 million for the year ended December 31, 2024. The calculated allowance for unfunded commitments were $ 1.6 million as of December 31, 2023 and provision for credit losses relating to unfunded commitments was $ 1.1 million for the year ended December 31, 2023. 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. Note 15 — Income Taxes The components of the income tax provision are detailed as follows (000s omitted): 2024 2023 Current income tax expense $ 38,548 $ 12,809 Deferred tax expense ( 20,831 ) ( 1,884 ) Total income tax expense $ 17,717 $ 10,925 A reconciliation of taxes on income from the statutory income tax rate to income tax expense is as follows (000s omitted): 2024 2023 Amount Percent Amount Percent Income tax expense, computed at statutory rate of pretax income $ 17,520 24.04 % $ 10,748 24.05 % Effect of nontaxable income and nondeductible expenses 90 0.12 % 145 0.32 % Other 107 0.15 % 32 0.07 % Total income tax expense $ 17,717 24.31 % $ 10,925 24.44 % F-32 Table of Contents Northpointe Bancshares, Inc. Note 15 — Income Taxes (Continued) Deferred tax assets and liabilities consisted of the following as of December 31 (000s omitted): 2024 2023 Allowance for credit losses $ 2,649 $ 2,951 Accrued expenses and other reserve accounts 1,762 1,724 Nonaccrual loan interest 957 247 Stock compensation 379 629 Unrealized loss on debt securities available for sale 82 259 Other deferred tax assets 211 74 Total deferred tax assets 6,040 5,884 Mortgage servicing rights 3,558 21,461 Fixed assets 3,135 3,622 Section 481(a) adjustment — 1,022 Goodwill and intangibles 581 1,154 Deferred Loan Costs/Fees 2,138 2,622 Other deferred tax liabilities 106 135 Total deferred tax liabilities 9,518 30,016 Net deferred tax liability $ ( 3,478 ) $ ( 24,132 ) The Company and its subsidiaries 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 for the years ended December 31, 2024 or 2023. With a few exceptions, the Company is no longer subject to U.S. federal tax examinations by tax authorities for years before 2021, and state and local income tax examinations by tax authorities for years before 2021. For federal tax purposes, the Company recognizes interest and penalties on income taxes as a component of income tax expense. F-33 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 and the regulatory framework for prompt corrective action, 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, as of December 31, 2024 and 2023, that the Company and the Bank met all capital adequacy requirements to which it is subject. 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. Management believes the Bank has met all capital adequacy requirements to which it is subject. There are no conditions or events since that notification that management believes have changed the institution’s category. As of December 31, 2024 (000s omitted) 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 % F-34 Table of Contents Northpointe Bancshares, Inc. Note 16 — Minimum Regulatory Capital Requirements (continued) As of December 31, 2023 (000s omitted) 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 $ 317,454 7.61 % $ 187,611 4.50 % $ N/A N/A% Northpointe Bank 451,147 10.82 % 187,609 4.50 % 270,991 6.50 % Tier 1 Capital (to risk weighted assets) Consolidated 438,611 10.52 % 250,147 6.00 % N/A N/A% Northpointe Bank 451,147 10.82 % 250,145 6.00 % 333,528 8.00 % Total Capital (to risk weighted assets) Consolidated 476,512 11.43 % 333,528 8.00 % N/A N/A% Northpointe Bank 469,422 11.26 % 333,528 8.00 % 416,909 10.00 % Tier 1 capital (to average assets) Consolidated 438,611 9.19 % 190,958 4.00 % N/A N/A% Northpointe Bank 451,147 9.45 % 190,969 4.00 % 238,712 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 require, or allow certain assets and liabilities at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value. In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Company has the ability to access. Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques taking into account the characteristics of the asset. 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: 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). F-35 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) Available for sale debt securities Included in the Company’s available for sale (“AFS”) debt securities are corporate bonds which are classified as Level 3 assets. The valuation of these corporate bonds is determined using broker quotes, third-party vendor prices, or other valuation techniques, such as discounted cash flow techniques. Market inputs used in the other valuation techniques or underlying third-party vendor prices or broker quotes include benchmark and government bond yield curves, credit spreads, and trade execution data. The Company’s debt securities also includes a municipal bond which is classified as Level 2 asset. The valuation of this municipal bond, which is not actively traded, is based on a quoted price to purchase the security as part of a refinancing of the underlying bond. Loans Certain loans held for sale and held for investment 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, 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 held for investment that are measured at fair value are those that initially were intended for sale and then transferred to portfolio. At December 31, 2024, these loans had an aggregate unpaid principal balance of $ 203.0 million and aggregate fair value of $ 173.0 million. At December 31, 2023, these loans had an aggregate unpaid principal balance of $ 117.4 million and aggregate fair value of $ 100.2 million. At December 31, 2023, the Company held $ 160.0 million in aggregate unpaid principal balance of loans held for sale marked on fair value accounting, which were transferred to held for investment during 2024. F-36 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) At December 31, 2024 and 2023, 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, 2024 and 2023. For the year ended December 31, 2024 2023 Loans $ 10,969 $ ( 12,507 ) Loans held for sale ( 1,401 ) 8,829 Loans reported at the fair value which were over 90 days past due amounted to $ 148,000 and $ 1.6 million in unpaid principal balance with a fair values of $ 145,000 and $ 1.5 million, respectively as of December 31, 2024 and 2023. 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 $ 10.3 million in unpaid principal balance and $ 8.3 million in fair value as of December 31, 2024. Non-accrual loans reported at fair value amounted to $ 11.4 million in unpaid principal balance and $ 9.0 million in fair value as of December 31, 2023. 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 Mortgage service rights 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 Lender risk account 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, and other factors. As such, the lender risk account is considered Level 3. F-37 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, 2024 and 2023 and the valuation techniques used by the Company to determine those fair values (000s omitted). 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) Balance at December 31 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 Financial Liabilities: Interest rate lock commitments — — 17 17 Forward sales commitments — 131 — 131 Fair Value on a Recurring Basis at December 31, 2023 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 Financial Assets: Equity securities $ 1,318 $ — $ — $ 1,318 Available for sale debt securities — 5,804 8,923 14,727 Mortgage banking assets: Loans held for sale — 352,443 — 352,443 Loans held for investment — 100,158 — 100,158 Interest rate lock commitments — — 2,959 2,959 Forward sales commitments — 93 — 93 Mortgage servicing rights — — 95,339 95,339 Lender risk account — — 31,694 31,694 Financial Liabilities: Interest rate lock commitments — — 11 11 Forward sales commitments — 2,812 — 2,812 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. Changes in mortgage servicing rights as well as the related weighted average unobservable inputs are included in Note 5. F-38 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) 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, 2024 and 2023 (000s omitted): For the year ended December 31, 2024 2023 Balance at beginning of period $ 8,923 $ 9,087 Purchases 4,000 — Sales ( 5,000 ) — Realized ( 83 ) — Unrealized 736 ( 164 ) Balance at end of period $ 8,576 $ 8,923 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, 2024 and 2023 (000s omitted): For the year ended December 31, 2024 2023 Balance at beginning of period $ 2,948 $ 711 Change in fair value ( 901 ) 2,237 Balance at end of period $ 2,047 $ 2,948 The following is a summary of the key unobservable inputs used in the valuation of the Level 3 interest rate lock commitments: For the year ended December 31, 2024 2023 Pull-through rate 83.3 % 84.8 % The following table presents a reconciliation of the Level 3 lender risk account measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023 (000s omitted): For the year ended December 31, 2024 2023 Beginning of period $ 31,694 $ 28,457 Due to loan sales 2,084 1,572 Releases and claims paid to the Company ( 6,200 ) ( 1,682 ) Change in fair value recognized in gain on sale of loans 858 3,347 End of period $ 28,436 $ 31,694 Both observable and unobservable inputs may be used to determine the lender risk account fair value of position classified as 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. At December 31, 2024 the fair value of Level 3 mortgage servicing rights was determined using discount rates between 10.0 and 12.0 percent, average cost of servicing between $ 70 and $ 85 per file per year, and a prepayment speed of 9.7 percent. At December 31, 2023 the fair value of mortgage servicing rights was determined using discount rates between 10.0 and 12.5 percent, average cost of servicing between $ 70 and $ 85 per file per year, and a prepayment speed of 7.2 percent. F-39 Table of Contents Northpointe Bancshares, Inc. Note 18 — Fair Value Measurements (continued) The Company estimates the fair value of the lender risk account 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: Fair Value at December 31, Valuation Technique Unobservable Inputs Range of Inputs Weighted Average Assets: Lender Risk Account - 2024 $ 28,436 Present value of Credit losses 0.00 % - 0.21 % 0.08 % cash flows Prepayment rates 11.97 % 11.97 % Discount rates 5.86 % - 6.70 % 6.39 % Lender Risk Account - 2023 $ 31,694 Present value of Credit losses 0.00 % - 0.10 % 0.05 % cash flows Prepayment rates 7.30 % 7.30 % Discount rates 5.70 % - 6.65 % 6.06 % The Company also has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include individually analyzed 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. During 2024 and 2023, the following asset classes were measured at fair value on the accompanying consolidated balance sheets due to declines in the fair value. Certain individually analyzed loans and other real estate carried at original cost, which exceeds fair value, have been omitted from the disclosure below (000s omitted): 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 Individually analyzed loans — — $ 6,603 $ 6,603 Other real estate owned — — 1,651 1,651 Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2023 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 Individually analyzed loans — — $ 552 $ 552 Other real estate owned — — 24 24 F-40 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: 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 3 4,416,564 4,312,773 Interest receivable Level 2 20,934 20,934 Financial Liabilities: Deposits Level 2 3,422,555 3,423,196 Subordinated debentures Level 2 38,933 38,933 Subordinated debentures issues through trusts Level 2 5,000 5,000 Borrowings Level 2 1,258,750 1,232,310 Interest payable Level 2 8,114 8,114 December 31, 2023 Fair Value Hierarchy Carrying Value Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 351,890 $ 351,890 Equity securities Level 1 1,318 1,318 Debt securities available for sale Level 3 14,727 14,727 FHLB stock Level 2 67,487 67,487 Loans held for sale Level 2 352,443 352,443 Loans, net Level 3 3,768,904 3,681,552 Interest receivable Level 2 21,057 21,057 Financial Liabilities: Deposits Level 2 2,925,558 2,928,391 Subordinated debentures Level 2 34,368 34,368 Subordinated debentures issues through trusts Level 2 5,000 5,000 Borrowings Level 2 1,275,000 1,252,000 Interest payable Level 2 7,159 7,159 Note 19 — Debt Securities The amortized costs, fair values, and unrealized gains and losses of debt securities available for sale were as follows (000s omitted): December 31, 2024 Amortized Cost Gross Unrealized Fair Value Gains Losses Debt Securities Available for Sale (1) Subordinated corporate bonds $ 9,000 $ — $ ( 424 ) $ 8,576 Total $ 9,000 $ — $ ( 424 ) $ 8,576 ______________________ (1) As of December 31, 2024, there was no allowance for credit losses. F-41 Table of Contents Northpointe Bancshares, Inc. Note 19 — Debt Securities (continued) December 31, 2023 Amortized Cost Gross Unrealized Fair Value Gains Losses Debt Securities Available for Sale (1) Subordinated corporate bonds $ 10,000 $ — $ ( 1,077 ) $ 8,923 Subordinated municipal bond 5,804 — — 5,804 Total $ 15,804 $ — $ ( 1,077 ) $ 14,727 ______________________ (1) As of December 31, 2023, there was no allowance for credit losses. Proceeds from the sale of debt securities available for sale were $ 10.9 million in 2024, resulting in a gain of $ 83,000 . There were no sales of debt securities available for sale in 2023. The following tables show investments with gross unrealized losses and their market value aggregate by investment category and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated (000s omitted): 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 bond $ — $ — $ 8,576 $ ( 424 ) $ 8,576 $ ( 424 ) Total $ — $ — $ 8,576 $ ( 424 ) $ 8,576 $ ( 424 ) December 31, 2023 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 bond $ — $ — $ 8,923 $ ( 1,077 ) $ 8,923 $ ( 1,077 ) Total $ — $ — $ 8,923 $ ( 1,077 ) $ 8,923 $ ( 1,077 ) Debt securities, at par value, have the following contractual maturities (000s omitted): December 31, 2024 Within 1 Year 1 - 5 Years 5 - 10 Years Greater than 10 years Total Debt Securities Available for Sale Subordinated corporate bond $ — $ — $ 9,000 $ — $ 9,000 Total $ — $ — $ 9,000 $ — $ 9,000 F-42 Table of Contents Northpointe Bancshares, Inc. Note 20 — Related Parties Loans to principal officers, directors, and their affiliates during 2024 were as follows (000s omitted): Beginning Balance $ 1,456 New loans and advances 529 Repayments and changes in officers or directors ( 1,985 ) Ending Balance $ — Deposits from principal officers, directors, and their affiliates were $ 3.8 million at December 31, 2024 and $ 3.9 million at December 31, 2023. Note 21 — Earnings Per Share The following table presents the computation of basic and diluted earnings per share ($ 000s omitted): December 31, 2024 2023 Earnings per Common Share: Net income $ 55,159 $ 33,762 Preferred stock dividends 7,997 9,650 Net income available to common stockholders $ 47,162 $ 24,112 Weighted average common shares 25,759,938 25,729,227 Earnings per common share $ 1.83 $ 0.94 Dilutive Earnings Per Common Share: Net income available to common stockholders $ 47,162 $ 24,112 Weighted average common shares 25,759,938 25,729,227 Effect of dilutive shares 62,558 66,254 Weighted average dilutive common shares 25,822,496 25,795,481 Dilutive earnings per common share $ 1.83 $ 0.93 Note 22 — Segment Information The following disclosures reflect the adoption of ASU 2023-07, see Note 2 Accounting Policies for additional information related to our adoption of this ASU. Our reportable segments are Mortgage Purchase Program (“MPP”) and Retail Banking, 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. F-43 Table of Contents Northpointe Bancshares, Inc. Note 22 — Segment Information (continued) 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 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 non-interest income) and net income before preferred dividends. The following tables present the operating segment results (000s omitted): For the year ended December 31, 2024 Retail Banking MPP Total Interest Income $ 204,087 $ 113,445 $ 317,532 Interest Expense ( 203,317 ) — ( 203,317 ) Funds Transfer Pricing 75,188 ( 75,188 ) — Net Interest Income 75,958 38,257 114,215 Provision (benefit) for credit losses ( 548 ) 220 ( 328 ) Net interest income after provision (benefit) for credit losses 76,506 38,037 114,543 Noninterest income (1) 67,505 5,418 72,923 Salaries and employee benefits ( 72,348 ) ( 5,443 ) ( 77,791 ) Occupancy and equipment ( 4,367 ) ( 87 ) ( 4,454 ) Other noninterest expense (2) ( 31,796 ) ( 549 ) ( 32,345 ) Noninterest expense ( 108,511 ) ( 6,079 ) ( 114,590 ) Expense allocation (3) 3,419 ( 3,419 ) — Net Income before taxes 38,919 33,957 72,876 Income tax expense ( 9,679 ) ( 8,038 ) ( 17,717 ) Net Income before preferred dividends $ 29,240 $ 25,919 $ 55,159 Average Balance Sheet Assets $ 3,703,012 $ 1,418,411 $ 5,121,423 Period Ending Assets $ 3,513,191 $ 1,710,820 $ 5,224,011 (1) Noninterest income for MPP only includes MPP related fees. All other noninterest income revenues are 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 admin, finance, technology, human resources, risk, marketing and occupancy related allocations. F-44 Table of Contents Northpointe Bancshares, Inc. Note 22 — Segment Information (continued) For the year ended December 31, 2023 Retail Banking MPP Total Interest Income $ 190,645 $ 76,737 $ 267,382 Interest Expense ( 166,163 ) — ( 166,163 ) Funds Transfer Pricing 49,497 ( 49,497 ) — Net Interest Income 73,979 27,240 101,219 Provision (benefit) for credit losses ( 1,627 ) 142 ( 1,485 ) Net interest income after provision (benefit) for credit losses 75,606 27,098 102,704 Noninterest income (1) 91,483 3,584 95,067 Salaries and employee benefits ( 99,837 ) ( 4,449 ) ( 104,286 ) Occupancy and equipment ( 6,853 ) ( 71 ) ( 6,924 ) Other noninterest expense (2) ( 41,447 ) ( 427 ) ( 41,874 ) Noninterest expense ( 148,137 ) ( 4,947 ) ( 153,084 ) Expense allocation (3) 2,648 ( 2,648 ) — Net Income before taxes 21,600 23,087 44,687 Income tax expense ( 5,281 ) ( 5,644 ) ( 10,925 ) Net Income before preferred dividends $ 16,319 $ 17,443 $ 33,762 Average Balance Sheet Assets $ 3,725,065 $ 977,873 $ 4,702,938 Period Ending Assets $ 3,611,653 $ 1,146,826 $ 4,758,479 (1) Noninterest income for MPP only includes MPP related fees. All other noninterest income revenues are 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 admin, finance, technology, human resources, risk, marketing and occupancy related allocations. Note 23 — Parent Company Condensed Financial Statements The following are the condensed financial statements of Northpointe Bancshares, Inc. (Parent only) (000s omitted): Condensed Balance Sheets December 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 6,014 $ 6,031 Investment in subsidiary 485,050 448,156 Other assets 1,380 1,374 Total Assets $ 492,444 $ 455,561 Liabilities and Stockholders' Equity Liabilities Subordinated debentures (Note 11) $ 24,136 $ 19,626 Subordinated debentures issues through trusts (Note 12) 5,000 5,000 Accrued and other liabilities 818 315 Total Liabilities 29,954 24,941 Stockholders' Equity 462,490 430,620 Total Liabilities and Stockholders' Equity $ 492,444 $ 455,561 F-45 Northpointe Bancshares, Inc. Note 23 — Parent Company Condensed Financial Statements (Continued) Condensed Statements of Income Years Ended December 31, 2024 2023 Income Dividends and return of capital from subsidiary $ 57,116 $ 35,246 Other — — Total income 57,116 35,246 Expense Interest expense 2,017 2,966 Other 569 521 Total expense 2,586 3,487 Income - Before Income Taxes 54,530 31,759 Income Tax (Benefit) Expense ( 629 ) ( 2,003 ) Net Income 55,159 33,762 Preferred Stock Dividends 7,997 9,650 Net Income available to common stockholders $ 47,162 $ 24,112 Condensed Statements of Cash Flows Years Ended December 31, 2024 2023 Operating Activities Net Income $ 55,159 $ 33,762 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed earnings of subsidiaries ( 36,416 ) ( 2,196 ) Other, net 899 ( 2,515 ) Net cash provided by operating activities 19,642 29,051 Investing Activities Net cash used in investing activities — — Financing Activities Cash dividends paid on common stock ( 2,569 ) ( 2,573 ) Subordinated debt repurchase ( 20,000 ) ( 17,250 ) Subordinated debt issuance, net of costs 24,107 — Preferred stock dividend ( 9,011 ) ( 9,650 ) Preferred stock repurchase ( 11,571 ) — Stock repurchased ( 770 ) ( 616 ) Proceeds from exercised stock options 155 — Net cash (used in) provided by financing activities ( 19,659 ) ( 30,089 ) Net (Decrease) Increase in Cash and Cash Equivalents ( 17 ) ( 1,038 ) Cash and Cash Equivalents - Beginning of year 6,031 7,069 Cash and Cash Equivalents - End of year $ 6,014 $ 6,031 F-46 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None