Adage Capital Management, L.P. filed an Amendment No. 1 to a Schedule 13G reporting beneficial ownership of 2,601,503 shares of Northpointe Bancshares, Inc. Common Stock, equal to 7.54% of the class based on 34,494,116 shares outstanding as of March 27, 2026.
The filing shows the shares are held through Adage Capital Partners, L.P. and that the Reporting Persons (Adage, Robert Atchinson and Phillip Gross) report shared voting and shared dispositive power over the 2,601,503 shares. The amendment is signed on May 13, 2026.
Positive
None.
Negative
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Insights
Large passive stake disclosed by an institutional manager.
Adage Capital Management, L.P. reports beneficial ownership of 2,601,503 shares, equal to 7.54% of the class using the issuer's outstanding share count as of March 27, 2026. The stake is reported as shared voting and dispositive power, indicating ownership via pooled investment vehicles.
Implications depend on holder intent and activity; subsequent Form 13D/4 filings or additional amendments would disclose changes to intent or control. Future filings may show trading activity or changes in reported power.
Filing clarifies control attributes and reporting chain.
The statement attributes holdings to Adage Capital Partners, L.P., with management roles for Robert Atchinson and Phillip Gross; it lists shared voting/dispositive authority rather than sole control. This is typical for investment-manager filings where power is exercisable jointly.
Key items to watch in public filings are any shift from Schedule 13G to Schedule 13D or new Form 4 disclosures, which would indicate active intent or insider transactions. Timing of such filings is not stated here.
Key Figures
Shares beneficially owned:2,601,503 sharesPercent of class:7.54%Shares outstanding:34,494,116 shares+1 more
"Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared dispositive powerregulatory
"Shared Dispositive Power 2,601,503.00"
Schedule 13G/Aregulatory
"Amendment No. 1 to a Schedule 13G reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Northpointe Bancshares, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
66661N886
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
66661N886
1
Names of Reporting Persons
Adage Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,601,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,601,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,601,503.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.54 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
66661N886
1
Names of Reporting Persons
Robert Atchinson
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,601,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,601,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,601,503.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.54 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
66661N886
1
Names of Reporting Persons
Phillip Gross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,601,503.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,601,503.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,601,503.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.54 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Northpointe Bancshares, Inc.
(b)
Address of issuer's principal executive offices:
3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546.
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the shares of common stock, no par value ("Common Stock") of Northpointe Bancshares, Inc., a Michigan corporation (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the shares of Common Stock directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the shares of Common Stock directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Common Stock, no par value
(e)
CUSIP No.:
66661N886
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 34,494,116 shares of Common Stock outstanding as of March 27, 2026, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 27, 2026.
(b)
Percent of class:
7.54%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
What stake does Adage Capital (NPB) report in this Schedule 13G/A?
Adage reports beneficial ownership of 2,601,503 shares of Northpointe Bancshares, equal to 7.54% of the class based on March 27, 2026. The shares are held through Adage Capital Partners, L.P.
How was the percent ownership calculated in the filing for NPB?
The 7.54% figure is calculated using an issuer-reported total of 34,494,116 shares outstanding as of March 27, 2026, cited from the companys Annual Report on Form 10-K.
Do the Reporting Persons claim sole voting or dispositive power for the NPB shares?
No. The filing shows 0 sole voting power and reports shared voting power and shared dispositive power over the 2,601,503 shares, indicating joint control rather than sole control.
When was the Schedule 13G/A amendment signed for Northpointe Bancshares?
The amendment is signed by Reporting Persons on May 13, 2026, with the ownership calculation referencing the outstanding share count as of March 27, 2026.
Who are the individuals listed as Reporting Persons in the filing?
The Reporting Persons are Adage Capital Management, L.P., and individuals Robert Atchinson and Phillip Gross, each described in managerial roles for Adage entities associated with the holdings.
