Castle Creek fund reports 9.9% stake in Northpointe Bancshares (NPB)

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. received a Schedule 13G reporting that investment fund Castle Creek Capital Partners VII, LP, together with Castle Creek Capital VII LLC, beneficially owns 3,284,645 shares of voting common stock, or about 9.9% of the company’s voting common stock as of December 31, 2025.

This 3,284,645-share figure includes 2,777,304 voting shares already held plus up to 507,341 voting shares that could be issued upon conversion of non-voting common stock, subject to a 9.9% contractual and regulatory ownership cap. An additional 1,186,419 non-voting shares are held but are not currently counted as beneficially owned because the holder does not have the right to convert them into voting stock within 60 days.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Northpointe Bancshares, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

66661N886

(CUSIP Number)

12/31/2025

(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)

SCHEDULE 13G

CUSIP No. 66661N886

1

Names of Reporting Persons

Castle Creek Capital Partners VII, LP

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 3,284,645.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,284,645.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,284,645.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: (1) See Item 4

SCHEDULE 13G

CUSIP No. 66661N886

1

Names of Reporting Persons

Castle Creek Capital VII LLC

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 3,284,645.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,284,645.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,284,645.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person: (1) See Item 4

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, MI 49546
Item 2.
(a)	Name of person filing: Castle Creek Capital Partners VII, LP Castle Creek Capital VII LLC
(b)	Address or principal business office or, if none, residence: 11682 El Camino Real, Suite 320 San Diego, CA 92130
(c)	Citizenship: Delaware
(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: 3,284,645 (1) (1) As of December 31, 2025, Castle Creek Capital Partners VII, LP ("Fund VII") is deemed to beneficially own 3,284,645 shares of the voting common stock of the Issuer ("Voting Common Stock"), which represents approximately 9.9%* of the Voting Common Stock issued and outstanding. Such number of shares of Voting Common Stock includes (i) the 2,777,304 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 507,341 shares) of Voting Common Stock issuable to Fund VII and its affiliates upon conversion of the non-voting common stock of the Issuer ("Non-Voting Common Stock") held by Fund VII taking into consideration the 9.9% contractual and regulatory ownership cap to which Fund VII is subject (the "Ownership Cap"). Such number of shares of Voting Common Stock excludes 1,186,419 shares of Non-Voting Common Stock held by Fund VII. Since Fund VII does not presently, and will not within the next 60 days, have the right to acquire Voting Common Stock in respect of such Non-Voting Common Stock and/or such depositary shares (due in part to the Ownership Cap), those underlying shares are not included in the amount reported herein. *This calculation is based 33,178,240 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 32,670,899 shares of the issuer's common stock, which represents the Voting Common Stock portion of the 34,364,659 shares of total common stock (both Voting Common Stock and Non-Voting Common Stock), outstanding as of November 12, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025, and after giving effect to the 1,611,271 shares of Voting Common Stock received by Fund VII upon conversion of an equal number of Non-Voting Common Stock between September and December 2025 (inclusive), and (ii) increased by the 507,341 shares of Voting Common Stock that would be issued to Fund VII upon conversion of the maximum number of shares of Non-Voting Common Stock permitted in light of the Ownership Cap.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 3,284,645 (1)
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,284,645 (1)
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.
	Not Applicable
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:
	Not Applicable

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.

Castle Creek Capital Partners VII, LP

Signature:	/s/ John Eggemeyer
Name/Title:	John Eggemeyer, Managing Principal of Castle Creek Capital VII LLC, the general partner of the Reporting Person
Date:	02/13/2026

Castle Creek Capital VII LLC

Signature:	/s/ John Eggemeyer
Name/Title:	John Eggemeyer, Managing Principal
Date:	02/13/2026

FAQ

What stake does Castle Creek report in Northpointe Bancshares (NPB)?

Castle Creek reports beneficial ownership of 3,284,645 shares of Northpointe Bancshares voting common stock, representing 9.9% of the class as of December 31, 2025. This makes Castle Creek a significant but sub-10% shareholder.

Who is the reporting owner in the Northpointe Bancshares (NPB) Schedule 13G?

The reporting owners are Castle Creek Capital Partners VII, LP and its general partner Castle Creek Capital VII LLC. Both entities are organized in Delaware and share voting and dispositive power over the reported Northpointe Bancshares shares.

How is Castle Creek’s 3,284,645-share position in NPB common stock composed?

Castle Creek’s reported 3,284,645 voting shares include 2,777,304 shares of voting common stock already held and up to 507,341 shares issuable upon conversion of non-voting common stock, calculated with the 9.9% ownership cap applied.

What is the ownership cap affecting Castle Creek’s Northpointe Bancshares (NPB) holdings?

Castle Creek is subject to a 9.9% contractual and regulatory ownership cap on Northpointe’s voting common stock. This cap limits how many non-voting shares can be converted to voting stock and shapes the 507,341-share maximum conversion amount reported.

Why are some non-voting Northpointe Bancshares (NPB) shares excluded from Castle Creek’s 13G total?

Castle Creek holds 1,186,419 shares of non-voting common stock that are excluded because it does not have the right to acquire corresponding voting shares within 60 days, partly due to the 9.9% ownership cap limitations.

What voting and dispositive powers does Castle Creek report over NPB shares?

Castle Creek reports shared power to vote and dispose of 3,284,645 voting shares of Northpointe Bancshares, and no sole power to vote or dispose. Authority is exercised jointly through the reporting entities.