Regulator veteran Rodney Hood joins Northpointe Bancshares (NYSE: NPB) board

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. increased the size of its and Northpointe Bank’s boards from 10 to 11 directors and appointed the Honorable Rodney E. Hood as a new independent director, effective February 27, 2026. He also joined the audit committees of both entities, with his initial term running until the 2026 annual meeting, when he will be considered for a one-year term.

The filing highlights Mr. Hood’s extensive regulatory and banking background, including service as Acting Comptroller of the Currency and leadership roles at the FDIC, FSOC, and FFIEC. He will receive non-employee director compensation effective May 13, 2026, including a $70,000 annual cash retainer, an annual grant of restricted stock units with a grant date fair value of $45,000 that vest after one year, and supplemental annual retainers of $15,000 for the Audit Committee chair and $7,500 each for the Compensation and Corporate Governance and Nominating Committee chairs.

FALSE00013367063333 Deposit Drive NortheastGrand RapidsMichigan00013367062026-02-272026-02-270001336706exch:XNAS2026-02-272026-02-27

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

(d) Appointment of New Director

On February 27, 2026, the Boards of Directors ("the Boards") of Northpointe Bancshares, Inc. (the “Company”) and its subsidiary, Northpointe Bank ("the Bank"), voted, effective February 27, 2026, to increase the size of each of the Boards from 10 to 11 directors and to appoint the Honorable Rodney E. Hood to their respective Boards of Directors. Mr. Hood was also appointed to the Company's Audit Committee as well as the Bank's Audit Committee. His term commences on February 27, 2026 and expires at the Company’s 2026 Annual Meeting of Stockholders, at which time he will be considered for election to a one-year term.

Mr. Hood brings nearly three decades of leadership in financial services, dedicated to strengthening the resilience of the financial system, modernizing the financial oversight and risk management landscape and promoting financial inclusion and access. During his time as Acting Comptroller of the Currency, Mr. Hood served as the administrator of the federal banking system and Chief Executive Officer of the Office of the Comptroller of the Currency (OCC). He also served as a Director of the Federal Deposit Insurance Corporation (FDIC), as a voting member of the Financial Stability Oversight Council (FSOC), and he chaired the Federal Financial Institutions Examination Council (FFIEC). Prior to his public service career, Mr. Hood held senior leadership positions in retail finance, commercial banking, affordable housing, and community development within the private sector.

There are no arrangements or understandings between Mr. Hood and any other persons pursuant to which he was appointed director of the Company, and there are no family relationships between Mr. Hood and any director or executive officer of the Company. There are no related party transactions (as defined in Item 404(a) of Regulation S-K) between the Company and Mr. Hood. The Board has determined that Mr. Hood is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the SEC thereunder, and the listing standards of the New York Stock Exchange.

Mr. Hood will be compensated for his services on the Board in accordance with the non-employee director compensation plan, which was amended on February 27, 2025. Effective May 13, 2026, each non-employee director will receive (i) an annual cash retainer of $70,000, (ii) an annual grant of restricted stock units having a grant date fair value of $45,000, which will vest on the year 1-year anniversary of the grant date, and (iii) supplemental annual retainers for the chairpersons of the Audit, Compensation and Corporate Governance and Nominating Committees of $15,000, $7,500 and $7,500, respectively.

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

Exhibit No.						Description
99.1						Press Release, dated February 27, 2026
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.

			NORTHPOINTE BANCSHARES, INC.
Date: February 27, 2026			By:			/s/ Bradley T. Howes
						Bradley T. Howes
						Executive Vice President and Chief Financial Officer

For Immediate Release

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 Appointment of Rodney E. Hood to its Board of Directors

GRAND RAPIDS, MICHIGAN (February 27, 2026) – Northpointe Bancshares, Inc. (NYSE: NPB) (the “Company”), announced today that the Honorable Rodney E. Hood has been appointed to the Board of Directors of the Company and its subsidiary, Northpointe Bank, effective February 27, 2026.

Mr. Hood has held a long and distinguished career in the financial services sector, having served as both the former Acting Comptroller of the Currency, as well as the Chairman of the National Credit Union Administration (NCUA).

“We are very excited to welcome Rodney to our Board of Directors,” said Chuck Williams, Chairman and Chief Executive Officer. “We share a common passion for bringing value and innovation to the communities we serve. As one of the largest providers of mortgage warehouse financing, and one of the only mortgage-focused banks in the country, we are in a unique position to help drive more affordable and sustainable home ownership. Rodney’s balanced perspective on the financial services landscape and his breadth of experience advocating across the private and public sector will be invaluable in furthering our shared vision.”

Rodney E. Hood brings nearly three decades of leadership in financial services, dedicated to strengthening the resilience of the financial system, modernizing the financial oversight and risk management landscape and promoting financial inclusion and access. During his time as Acting Comptroller of the Currency, Mr. Hood served as the administrator of the federal banking system and Chief Executive Officer of the Office of the Comptroller of the Currency (OCC). He also served as a Director of the Federal Deposit Insurance Corporation (FDIC), as a voting member of the Financial Stability Oversight Council (FSOC), and he chaired the Federal Financial Institutions Examination Council (FFIEC). Prior to his public service career, Mr. Hood held senior leadership positions in retail finance, commercial banking, affordable housing, and community development within the private sector.

“I am honored to join the Board of Directors of the largest bank headquartered in the state of Michigan, and to support the organization’s commitment to long-term strategic growth, strong governance, and prudent risk management,” said Mr. Hood. “I look forward to working with my fellow directors and the leadership team to advance a resilient, innovative, and inclusive financial institution that delivers value to customers, communities, and stakeholders.”

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.

FAQ

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

Northpointe Bancshares announced the appointment of the Honorable Rodney E. Hood as an independent director to the boards of the company and Northpointe Bank. The boards also increased their size from 10 to 11 directors effective February 27, 2026, reflecting planned board expansion.

What role will Rodney E. Hood have at Northpointe Bancshares (NPB)?

Rodney E. Hood joins as an independent director on the boards of Northpointe Bancshares and Northpointe Bank. He also serves on both audit committees, with an initial term through the 2026 annual meeting, when he will be considered for election to a one-year term.

How will Rodney E. Hood be compensated as a director of Northpointe Bancshares (NPB)?

Effective May 13, 2026, each non-employee director, including Mr. Hood, receives a $70,000 annual cash retainer and restricted stock units valued at $45,000 that vest after one year. Committee chairs also receive supplemental annual retainers of $15,000 or $7,500, depending on the committee.

Is Rodney E. Hood considered independent under stock exchange rules for NPB?

Yes, the board determined Rodney E. Hood is an independent director under the Securities Exchange Act rules, SEC regulations, and New York Stock Exchange listing standards. The filing also notes no family relationships, related party transactions, or appointment arrangements with other persons related to his selection.

What prior experience does Rodney E. Hood bring to Northpointe Bancshares (NPB)?

Rodney E. Hood brings nearly three decades of financial services leadership, including service as Acting Comptroller of the Currency and Chief Executive Officer of the OCC. He also served with the FDIC, FSOC, and FFIEC, plus senior private-sector roles in retail finance, commercial banking, housing, and community development.

Did Northpointe Bancshares (NPB) issue a press release about Rodney E. Hood’s appointment?

Yes, the company issued a press release dated February 27, 2026 announcing Mr. Hood’s appointment to the boards of Northpointe Bancshares and Northpointe Bank. The press release is filed as Exhibit 99.1 and incorporated by reference in the current report.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 6.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB