Castle Creek Reports 3.14M Shares, Near-10% of NPB Voting Stock

Rhea-AI Filing Summary

Castle Creek reports beneficial ownership of 3,137,091 shares of Northpointe Bancshares' voting common stock, representing 9.9% of the voting class as of June 30, 2025. The reported total includes 2,508,929 shares directly held by the fund and up to 628,162 shares that could be issued upon conversion of non-voting common stock, subject to a contractual and regulatory 9.9% ownership cap. The filing notes shared voting and dispositive power over the 3,137,091 shares and excludes certain non-voting shares and depositary interests held by an affiliate because those shares cannot be acquired as voting shares within the next 60 days given the Ownership Cap.

Positive

• Material disclosed stake: 3,137,091 voting shares representing 9.9% of voting common stock
• Clear ownership breakdown: identifies 2,508,929 directly held voting shares and up to 628,162 shares issuable on conversion

Negative

• Ownership cap constraint: a contractual and regulatory 9.9% cap prevents certain non-voting and depositary shares from being included as voting shares
• Limited sole control: reporting persons disclose 0 sole voting or dispositive power and only shared authority over the position

Insights

Financial Analyst

TL;DR: A 9.9% stake is material and could influence shareholder dynamics; conversion mechanics and the ownership cap limit further near-term increases.

The filing discloses a substantial minority position: 3,137,091 voting shares equal to 9.9% of outstanding voting common stock. This is above routine disclosure thresholds and is large enough to warrant investor attention regarding potential board influence or support for corporate actions. The position reflects both directly held voting shares and shares issuable on conversion of non-voting stock, but the Ownership Cap constrains additional conversions being treated as voting shares. Shared voting and dispositive power indicate the position is held via affiliated entities, which may affect coordination with other holders. No changes to operating results, financing, or other transactional terms are disclosed.

Corporate Governance Expert

TL;DR: Castle Creek’s disclosure signals a material, coordinated ownership stake that could be relevant to governance and shareholder votes.

The statement shows shared voting and disposition rights over a near-10% block, a level that can be consequential for contested votes, governance initiatives, or negotiated engagements with management. The explicit exclusion of additional non-voting and depositary interests due to the Ownership Cap clarifies that the filer cannot immediately expand its voting position via conversion. The joint filing agreement exhibit indicates coordinated reporting between the fund and its general partner, a typical structure that centralizes decision-making and public disclosure responsibility.

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)

06/30/2025

(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 3,137,091.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,137,091.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,137,091.00

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 3,137,091.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,137,091.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,137,091.00

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: 3,137,091 (1) (1) As of June 30, 2025, Castle Creek Capital Partners VII, LP ("Fund VII") is deemed to beneficially own 3,137,091 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 2,508,929 shares of Voting Common Stock held by Fund VII and (ii) the maximum number of shares (i.e., 628,162 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 (a) 2,676,869 shares of Non-Voting Common Stock held by Fund VII and (b) 120,000 depositary shares, each of which represents a 1/40th interest in a share of the Issuer's Series A Preferred Stock, held by Castle Creek Special Situations II, LP, an affiliate of the reporting persons. 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 31,687,790 shares of Voting Common Stock of the Company outstanding, which was calculated based on (i) 31,059,628 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 May 15, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, and (ii) increased by the 628,162 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: 3,137,091 (1)
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,137,091 (1)
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	08/14/2025

Castle Creek Capital VII LLC

Signature:	/s/ John Eggemeyer
Name/Title:	John Eggemeyer, Managing Principal
Date:	08/14/2025

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement, dated as of August 14, 2025, by and between Castle Creek Capital Partners VII, LP and Castle Creek Capital VII LLC.

FAQ

How many Northpointe Bancshares (NPB) voting shares does Castle Creek beneficially own?

Castle Creek beneficially owns 3,137,091 voting shares, representing 9.9% of the voting common stock.

What portion of the reported stake is currently held versus issuable on conversion?

The filing states 2,508,929 shares are held and up to 628,162 additional voting shares are issuable upon conversion, subject to the Ownership Cap.

Does Castle Creek have sole voting or dispositive power over the shares?

No; the filing reports 0 sole voting power and 3,137,091 shares under shared voting and dispositive power.

Are any other Castle Creek-held securities excluded from the reported voting stake?

Yes; the filing excludes 2,676,869 non-voting common shares and 120,000 depositary shares held by an affiliate because they cannot be converted to voting shares within the next 60 days due to the Ownership Cap.

Where is Castle Creek organized and where is its principal business office?

Castle Creek is organized in Delaware with a principal business address at 11682 El Camino Real, Suite 320, San Diego, CA 92130.