Northpointe Bancshares (NPB) replaces 8.25% preferred with 7.50% subordinated notes

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. redeemed all of its outstanding 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock on December 30, 2025 for an aggregate price of $77.0 million. This amount equals the shares’ face liquidation value plus accrued and unpaid dividends.

The company funded the redemption using net proceeds from its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035, issued on December 9, 2025, along with cash on hand. This transaction replaces a higher-coupon preferred security with longer-dated subordinated debt and internal cash, altering the mix of the company’s capital structure.

Insights

Bank capital structure analyst

Northpointe refinances higher-cost preferred stock with subordinated debt.

Northpointe Bancshares, Inc. redeemed its 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock for $77.0 million, covering the liquidation amount plus accrued and unpaid dividends. Preferred stock is treated as regulatory capital but carries a relatively high 8.25% coupon, so removing it simplifies the capital stack and eliminates those distributions.

The company financed the redemption with net proceeds from 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035, issued on December 9, 2025, supplemented by cash on hand. Subordinated notes sit below senior debt but above equity and typically count as regulatory capital for a period, so the move shifts part of the capital base from preferred equity to long-dated debt at a slightly lower stated rate.

The overall impact depends on regulatory capital treatment, interest versus dividend costs, and how the new 7.50% notes behave over time. Subsequent filings that detail capital ratios and interest expense after December 30, 2025 will provide more clarity on the balance between leverage, funding cost, and common shareholders’ position.

FALSE00013367063333 Deposit Drive NortheastGrand RapidsMichigan00013367062025-12-312025-12-310001336706exch:XNAS2025-12-312025-12-31

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): December 31, 2025

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 8.01    Other Events

On December 30, 2025, Northpointe Bancshares, Inc. (the “Company”), completed the redemption of its outstanding 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock for an aggregate price of $77.0 million, which is the face liquidation amount of the shares plus accrued and unpaid dividends. The Company used the net proceeds from the sale of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 on December 9, 2025, together with cash on hand, to fund the redemption.

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: December 31, 2025			By:			/s/ Bradley T. Howes
						Bradley T. Howes
						Executive Vice President and Chief Financial Officer

FAQ

What did Northpointe Bancshares (NPB) announce regarding its preferred stock?

Northpointe Bancshares, Inc. completed the redemption of all of its outstanding 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock on December 30, 2025 for an aggregate price of $77.0 million, equal to the face liquidation amount plus accrued and unpaid dividends.

How much did Northpointe Bancshares (NPB) pay to redeem its Series A Preferred Stock?

The company paid an aggregate redemption price of $77.0 million, which represents the face liquidation amount of the Series A Preferred Stock plus accrued and unpaid dividends as of the redemption date.

How did Northpointe Bancshares (NPB) fund the preferred stock redemption?

Northpointe Bancshares funded the $77.0 million redemption using the net proceeds from the sale of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 completed on December 9, 2025, together with cash on hand.

What new debt did Northpointe Bancshares (NPB) issue related to this transaction?

The company issued 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035, and the net proceeds from this issuance, combined with cash on hand, were used to redeem the outstanding 8.25% Series A Preferred Stock.

What is the main financial effect of Northpointe Bancshares’ (NPB) transaction?

The transaction replaces 8.25% non-cumulative perpetual preferred stock with 7.50% subordinated notes due 2035 and cash on hand, changing the mix of Northpointe Bancshares’ capital structure from higher-cost preferred equity toward long-dated subordinated debt.

When did Northpointe Bancshares (NPB) complete the redemption of its Series A Preferred Stock?

Northpointe Bancshares completed the redemption of its 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock on December 30, 2025.