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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2026
Northpointe Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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Michigan | No. 001-42517 | 38-3413392 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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3333 Deposit Drive Northeast
Grand Rapids, Michigan | | 49546 |
(Address of principal executive offices) | | (Zip Code) |
(616) 940-9400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, no par value | NPB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events
On October 26, 2026, Northpointe Bancshares, Inc. (NYSE: NPB) (the "Company"), the holding company of Northpointe Bank, issued a press release announcing that its Board of Directors has authorized and approved a stock repurchase program for up to $30 million of the currently outstanding shares of the Company’s common stock over a period of 12 months. The stock repurchase program began on October 22, 2026 and will end on October 22, 2027. The repurchases will be made in compliance with all Securities and Exchange Commission rules, including Rule 10b-18, and other legal requirements and may be made in part under Rule 10b5-1 plans, which permits stock repurchases when the Company might otherwise be precluded from doing so. Repurchases can be made from time-to-time in the open market or through privately negotiated transactions depending on market and/or other conditions. The repurchase program may be modified, suspended or discontinued at any time.
A copy of the press release announcing this appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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99.1 | | Press Release, dated October 26, 2026 |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| NORTHPOINTE BANCSHARES, INC. |
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| Date: October 26, 2026 | By: | /s/ Bradley T. Howes |
| | Bradley T. Howes |
| | Executive Vice President and Chief Financial Officer |
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Contacts:
Kevin Comps, President
616-974-8491 | kevin.comps@northpointe.com
Brad Howes, CFO
616-726-2585 | brad.howes@northpointe.com
Northpointe Bancshares, Inc. Announces Common Stock Repurchase Program
GRAND RAPIDS, MICHIGAN (October 26, 2026) – Northpointe Bancshares, Inc. (NYSE: NPB) (the “Company”) today announced that its Board of Directors has authorized a new common stock repurchase program at its meeting held on October 22, 2026. The program authorizes the Company to repurchase up to $30 million of its outstanding common stock and will expire on October 22, 2027.
“The Board's authorization reflects confidence in our business model, strong capital position and long-term growth strategy,” said Chuck Williams, Chairman and Chief Executive Officer. “This repurchase program provides us with an additional tool to allocate capital prudently while continuing to invest in the growth of our franchise and deliver value to shareholders.”
The timing, price and amount of any repurchases under the common stock repurchase program will depend on a number of factors, including the Company's capital and financial position, market conditions, the trading price of the Company's common stock, regulatory requirements and limitations, and applicable securities laws. The repurchase program does not obligate the Company to repurchase any amount of common stock and may be extended, modified, suspended or terminated at any time.
About Northpointe Bancshares, Inc.:
Headquartered in Grand Rapids, Michigan, Northpointe Bancshares, Inc. is the holding company of Northpointe Bank, a client-focused company that provides home loans and retail banking products to communities across the nation. Our mission is to be the best bank in America by bringing value and innovation to the people we serve. To learn more visit www.northpointe.com.
