Three directors to retire from Northpointe Bancshares (NPB) board at 2026 meeting

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. reported that three long-serving directors, R. Jeffrey Dean, Bruce L. Edger and John M. Eggemeyer III, have notified the Boards of their intention to retire at the end of their current terms, which conclude at the Company’s 2026 Annual Meeting of Stockholders.

They will not stand for reelection at that meeting and will continue to serve on the Boards and their respective committees until then. The Company states that their decisions to retire are not due to any disagreements regarding operations, policies, or practices, and expresses appreciation for their years of service.

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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): February 27, 2026

Northpointe Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Michigan			No.  001-42517			38-3413392
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Directors

On February 27, 2026, the Boards of Directors (the "Boards") of Northpointe Bancshares, Inc. (the “Company”) and its subsidiary, Northpointe Bank (the "Bank"), received notices from R. Jeffrey Dean, Bruce L. Edger and John M. Eggemeyer III of their intention to retire from the Boards at the conclusion of their current terms, which expire at the Company's 2026 Annual Meeting of Stockholders. They will not stand for reelection at the 2026 Annual Meeting of Stockholders. The directors' decisions to retire are not the result of any disagreements with the Company on any matter related to the Company's operations, policies or practices.

Mr. Dean has been a director of the Company since 1999 and currently serves on the following committees: Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Mr. Edger has been a director of the Company since 2005 and currently serves on the following committees: Compensation Committee and Corporate Governance and Nominating Committee. Mr. Eggemeyer has been a director of the Company since 2019 and currently serves on the following committees: Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Mr. Dean, Mr. Edger and Mr. Eggemeyer will continue their Board and committee memberships through the 2026 Annual Meeting of Stockholders.

The Company expresses its appreciation to Mr. Dean, Mr. Edger and Mr. Eggemeyer for their many years of service and contributions to the success of the Company.

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.

			NORTHPOINTE BANCSHARES, INC.
Date: March 3, 2026			By:			/s/ Bradley T. Howes
						Bradley T. Howes
						Executive Vice President and Chief Financial Officer

FAQ

What board changes did Northpointe Bancshares (NPB) announce in this 8-K?

Northpointe Bancshares announced that directors R. Jeffrey Dean, Bruce L. Edger and John M. Eggemeyer III plan to retire at the end of their terms at the 2026 Annual Meeting of Stockholders. They will not stand for reelection at that meeting.

When will the retiring Northpointe Bancshares (NPB) directors leave the board?

The three directors will retire at the conclusion of their current terms, which end at Northpointe Bancshares’ 2026 Annual Meeting of Stockholders. They will continue serving on the Boards and their committees until that annual meeting takes place.

Did the retiring Northpointe Bancshares (NPB) directors resign due to disagreements?

No. Northpointe Bancshares states that the decisions by R. Jeffrey Dean, Bruce L. Edger and John M. Eggemeyer III to retire are not the result of any disagreements with the Company regarding its operations, policies or practices, indicating routine, planned board transitions.

How long have the retiring Northpointe Bancshares (NPB) directors served on the board?

R. Jeffrey Dean has been a director since 1999, Bruce L. Edger since 2005, and John M. Eggemeyer III since 2019. The filing highlights their long service and notes their ongoing committee roles until the 2026 Annual Meeting of Stockholders.

What board committee roles do the retiring Northpointe Bancshares (NPB) directors hold?

Mr. Dean serves on the Audit, Compensation, and Corporate Governance and Nominating Committees. Mr. Edger serves on the Compensation and Corporate Governance and Nominating Committees. Mr. Eggemeyer serves on the Audit, Compensation, and Corporate Governance and Nominating Committees.

Who signed the Northpointe Bancshares (NPB) 8-K reporting the director retirements?

The 8-K was signed on behalf of Northpointe Bancshares by Bradley T. Howes, the Company’s Executive Vice President and Chief Financial Officer. His signature indicates the Company’s formal authorization and certification of the disclosed board retirement information.

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