[8-K] Northpointe Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

MTB Form 4 (filed 07/24/25): Sr. EVP Peter D’Arcy reports open-market sales of common shares.

• On 07/22/25, D’Arcy sold 1,937 shares at a $197.17 weighted-average price (range $196.62-$197.60) and 524 shares at $197.82 (range $197.61-$198.05), disposing of 2,461 shares in total.
• Estimated gross proceeds are roughly $0.49 million.
• Direct ownership declined from 11,780 to 9,319 shares, a ~21% reduction.
• He also holds 327 phantom stock units in a Supplemental 401(k) Plan; these are cash-settled and unchanged.

No shares were acquired, no options exercised, and the filing does not reference a Rule 10b5-1 plan. While executives may sell for personal reasons, such disposals can be viewed by investors as a modestly negative sentiment signal absent further context.

Positive

• None.

Negative

• Senior executive sold 2,461 shares (≈21% of direct stake) without citing a 10b5-1 plan, which may be interpreted as a bearish insider signal.

Insights

Equity Analyst

TL;DR: Senior EVP sells 21% of stake; modest cash-out, mildly negative signal, low macro impact.

The sale totals 2,461 shares (~$486k) and cuts D’Arcy’s direct holdings to 9,319 shares. Though dollar size is small relative to MTB’s market cap, the 21% reduction by a top officer can raise questions about management’s near-term outlook or personal diversification needs. No 10b5-1 plan is disclosed, which slightly heightens scrutiny. However, he still retains exposure plus 327 phantom units. From a valuation perspective, the transaction is unlikely to drive price action on its own but adds to insider-selling data that some investors monitor.

Corporate Governance Specialist

TL;DR: Routine Form 4, governance risk low; monitoring insider-trading patterns advised.

The filing is timely and includes weighted-average price footnotes, indicating procedural compliance. Phantom units align incentives through deferred compensation. One-off sales by insiders are generally acceptable; concern rises only if selling is persistent or widespread across leadership. At present, governance impact is neutral, yet investors should track follow-up filings for pattern confirmation.

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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): July 23, 2025

Northpointe Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Michigan			No. 001-42517			38-3413392
(State or other jurisdiction of			(Commission File Number)			(IRS Employer
incorporation)						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 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 7.01 Regulation FD Disclosure.

On July 23, 2025, Northpointe Bancshares, Inc. (the "Company") hosted its second quarter 2025 earnings conference call and webcast for investors and analysts at 10:00 a.m. E.T. The archive of the conference call is available via webcast at ir.northpointe.com. The purpose of this 8-K is solely to correct the non-interest expense guidance provided verbally on the July 23, 2025 earnings call. The full-year 2025 non-interest expense guidance range was incorrectly misread as $128 million to $132 million. The correct full-year 2025 non-interest expense guidance range should have been read as $124 million to $128 million. The transcript, which is included on the Company’s website, in the “IR Calendar” page under “Second Quarter 2025 Earnings Conference Call”, has been corrected.

The information in Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)			Exhibits
			Exhibit No.						Description
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

* * * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						NORTHPOINTE BANCSHARES, INC.
Date: July 24, 2025			By:			/s/ Brad T. Howes
						Brad T. Howes
						Executive Vice President and Chief Financial Officer

FAQ

How many M&T Bank (MTB) shares did Peter D’Arcy sell on 07/22/2025?

He disposed of 2,461 common shares across two transactions.

What were the average sale prices reported in the Form 4 for MTB?

Weighted-average prices were $197.17 for 1,937 shares and $197.82 for 524 shares.

How many MTB shares does Peter D’Arcy own after the sale?

His direct ownership dropped to 9,319 shares; he also holds 327 phantom units.

Did the Form 4 show any option exercises or share acquisitions?

No. The filing lists only open-market sales; no acquisitions or option exercises were reported.

What are the phantom common stock units mentioned in the filing?

They are deferred compensation units mirroring 327 shares, payable in cash under the Supplemental 401(k) Plan.

When was the Form 4 for MTB filed with the SEC?

The document was filed on 07/24/2025.