Northpointe Bancshares (NYSE: NPB) names David Lawrence audit chair

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. appointed independent director David F. Lawrence as Chairman of its Audit Committee, effective January 1, 2026. He has served on the Audit Committee since August 2025 and brings over 40 years of experience in finance, accounting, financial reporting, audit, compliance, and risk management, including prior service as an audit partner at Crowe LLP leading its Michigan Financial Services Audit Practice.

Lawrence replaces R. Jeffery Dean as Audit Committee Chair; Dean remains on the Audit Committee and the Board. The Board determined that Lawrence meets independence and financial literacy requirements under Securities and Exchange Commission and New York Stock Exchange rules. The company states there are no special arrangements, family relationships, or related party transactions involving Lawrence, and he will be paid under the standard non-employee director compensation program.

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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): December 18, 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 18, 2025, the Board of Directors of Northpointe Bancshares, Inc. (the “Company”), at the recommendation of the Corporate Governance and Nominating Committee, appointed David F. Lawrence, an independent director, as Chairman of the Audit Committee, effective January 1, 2026. Mr. Lawrence has served as a member of the Audit Committee since August 2025 and brings over 40 years of experience in finance, accounting, financial reporting, audit, compliance, and risk management, including prior service as audit partner with Crowe LLP, where he oversaw and led Crowe's Michigan Financial Services Audit Practice.

Mr. Lawrence replaces R. Jeffery Dean as Chairman of the Audit Committee, who will continue to serve as a member of the Audit Committee and the Board. The Board determined that Mr. Lawrence meets the independence and financial literacy requirements under the rules of the Securities and Exchange Commission and the New York Stock Exchange.

There are no arrangements or understandings between Mr. Lawrence and any other person pursuant to which he was selected as Chairman of the Audit Committee. There are no family relationships between Mr. Lawrence and any director or executive officer of the Company, and there are no related party transactions involving Mr. Lawrence that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Lawrence will be compensated for his service as Chairman of the Audit Committee in accordance with the Company’s standard non-employee director compensation program, as described in the Company’s most recent proxy statement.

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 18, 2025			By:			/s/ Bradley T. Howes
						Bradley T. Howes
						Executive Vice President and Chief Financial Officer

FAQ

What board change did Northpointe Bancshares (NPB) disclose in this 8-K?

Northpointe Bancshares, Inc. disclosed that it appointed David F. Lawrence, an independent director, as Chairman of the Audit Committee, effective January 1, 2026.

Who is the new Audit Committee Chair at Northpointe Bancshares (NPB) and what is his background?

The new Audit Committee Chair is David F. Lawrence, who has over 40 years of experience in finance, accounting, financial reporting, audit, compliance, and risk management, and previously served as an audit partner at Crowe LLP leading its Michigan Financial Services Audit Practice.

Who did David F. Lawrence replace as Audit Committee Chair at Northpointe Bancshares (NPB)?

David F. Lawrence replaced R. Jeffery Dean as Chairman of the Audit Committee. Dean will continue to serve as a member of the Audit Committee and as a member of the Board.

Does Northpointe Bancshares (NPB) consider David F. Lawrence independent and financially literate?

Yes. The Board determined that David F. Lawrence meets the independence and financial literacy requirements under the rules of the Securities and Exchange Commission and the New York Stock Exchange.

Are there any related party relationships or special arrangements involving David F. Lawrence at Northpointe Bancshares (NPB)?

The company states there are no arrangements or understandings pursuant to which he was selected, no family relationships with any director or executive officer, and no related party transactions involving him that would require disclosure under Item 404(a) of Regulation S-K.

How will David F. Lawrence be compensated for his role at Northpointe Bancshares (NPB)?

David F. Lawrence will be compensated for his service as Chairman of the Audit Committee in accordance with the company’s standard non-employee director compensation program, as described in its most recent proxy statement.