Northpointe Bancshares - 10-Q quarterly report FY

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 001-42517

___________________________

Northpointe Bancshares, Inc.

___________________________

(Exact name of registrant as specified in its charter)


Michigan									38-3413392
(State or other jurisdiction of incorporation or organization)									(I.R.S. 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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company, ”and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

As of May 14, 2026, there were 34,581,842 shares of the registrant’s Common Stock outstanding.

Table of Contents


PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Consolidated Balance Sheets – March 31, 2026 and December 31, 2025 (unaudited)	5
	Consolidated Statements of Income – Three Months Ended March 31, 2026 and 2025 (unaudited)	6
	Consolidated Statements of Comprehensive Income – Three Months Ended March 31, 2026 and 2025 (unaudited)	7
	Consolidated Statements of Changes in Stockholders’ Equity – Three Months Ended March 31, 2026 and 2025 (unaudited)	8
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2026 and 2025 (unaudited)	9
	Notes to Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	67

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	68
Item 1A.	Risk Factors	68
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	68
Item 3.	Defaults Upon Senior Securities	68
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70

Signatures		71

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates and projections regarding, among other things, the financial services industry, the economy, and Northpointe Bancshares, Inc. (“Northpointe” or the “Company”), the Company’s financial condition, results of operations, business plans and future performance. Forward-looking statements are identifiable by words or phrases such as “outlook”, “plan” or “strategy”; that an event or trend “could”, “may”, “should”, “will”, “is likely”, or is “possible” or “probable” to occur or “continue”, has “begun” or “is scheduled” or “on track” or that the Company or its management “anticipates”, “believes”, “estimates”, “plans”, “forecasts”, “intends”, “predicts”, “projects”, or “expects” a particular result, or is “committed”, “confident”, “optimistic” or has an “opinion” that an event will occur, or other words or phrases such as “ongoing”, “future”, “signs”, “efforts”, “tend”, “exploring”, “appearing”, “until”, “near term”, “concern”, “going forward”, “focus”, “starting”, “initiative,” “trend” and variations of such words and similar expressions.

Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be forward-looking statements, and all statements with references to future time periods are forward-looking. All of the information concerning interest rate sensitivity is forward-looking.

These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements.

Risk factors include, but are not limited to, the risk factors described in “Item 1A - Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and in this report. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and the preceding forward-looking statements.

A number of important factors could cause our actual results to differ materially from those indicated in these forward-looking statements, including those factors discussed elsewhere in the 2025 Form 10-K, elsewhere in this report and the following:

•general economic and business conditions nationally and in our local markets, including conditions affecting employment levels, interest rates, inflation, tariffs or trade wars (including reduced consumer spending, supply chain issues, and adverse impacts to credit quality), a sustained increase in commodity prices, slowdowns in economic growth and the threat of recession, volatile equity capital markets, supply chain issues, property and casualty insurance costs, collateral values, customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity; and the impact of the foregoing on customer and client behavior (including the velocity and levels of deposit withdrawals and loan repayment);

•changes in the interest rate environment (including changes to the federal funds rate and the impact on the level and composition of deposits (as well as the cost of, and competition for, deposits), loan demand, liquidity and the values of loan collateral, securities and market fluctuations, and interest rate sensitive assets and liabilities), and competition in our markets may result in increased funding costs or reduced earning assets yields, thus reducing our margins and net interest income;

•adverse developments in the banking industry and the impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments and increased regulatory scrutiny), our ability to effectively manage our liquidity risk and any growth plans and the availability of capital and funding;

•our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets;

•the risk that a future economic downturn and contraction could have a material adverse effect on our capital, financial condition, credit quality, results of operations and future growth, including the risk that the strength of the current economic environment could be weakened by the continued impact of elevated or rising interest rates and inflation;

•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our borrowers and the success of various projects that we finance;

•changes in the prices, values and sales volumes of commercial and residential real estate, especially as they relate to the value of collateral supporting the Company’s loans;

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•weakness in the real estate market, including the secondary residential mortgage market, which can affect, among other things, the value of collateral securing mortgage loans, mortgage loan originations and delinquencies, profits on sales of mortgage loans, and the value of mortgage servicing rights;

•credit and lending risks associated with our loan portfolios;

•negative impact on our mortgage banking services, including declines in our mortgage originations or profitability due to prolonged elevated or rising interest rates and increased competition and regulation, the Bank’s or third party’s failure to satisfy mortgage servicing obligations, loan modifications, the effects of judicial or regulatory requirements or guidance, and the possibility of the Bank being required to repurchase mortgage loans or indemnify buyers;

•the impact of prolonged elevated interest rates on our financial projections, models and guidance;

•our ability to attract sufficient loans that meet prudent credit standards;

•our ability to attract and maintain business banking relationships with well-qualified businesses, real estate developers and investors with proven track records in our market areas;

•our ability to successfully manage our credit risk;

•the sufficiency of our allowance for credit losses (“ACL”), the adequacy of our reserves (including ACL) and the appropriateness of our methodology for calculating such reserves, including risks related to model assumptions, data inputs, qualitative adjustments and changes in economic forecasts;

•our ability to successfully execute our business strategy to achieve profitable growth;

•the concentration of our business within our geographic areas of operation;

•our ability to manage our growth;

•our ability to increase our operating efficiency;

•significant turbulence or a disruption in the capital or financial markets and the effect of a fall in stock market prices on our investment securities;

•risks that our cost of funding could increase, in the event we are unable to continue to attract stable, low-cost deposits and reduce our cost of deposits;

•inability of our risk management framework (including internal controls) to effectively mitigate credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk (including by virtue of our relationships with third-party business partners, as well as our relationships with third-party vendors and other service providers), strategic risk, reputational risk and other risks inherent to the business of banking;

•our ability to maintain expenses in line with current projections;

•the makeup of our asset mix and investments;

•external economic, political and/or market factors, such as changes in monetary and fiscal policies and laws, and also including the interest rate policies of the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on our financial condition;

•the institution and outcome of litigation and other legal proceedings against us or to which we may become subject to and the potential effect on our reputation;

•negative publicity and the impact on our reputation; including the speed and scale at which information can spread through social media or digital channels, which could amplify adverse market or customer reactions;

•the impact of recent and future legislative and regulatory changes;

•examinations by our regulatory authorities and changes to supervisory, examination and enforcement priorities;

•continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies (including fintech companies), many of which are subject to different regulations than we are;

•challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services;

•restraints on the ability of Northpointe Bank (the “Bank”) to pay dividends to us, which could limit our liquidity;

•increased capital requirements imposed by banking regulators, which may require us to raise capital at a time when capital is not available on favorable terms or at all;

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•inaccuracies in our assumptions about future events, which could result in material differences between our financial projections and actual financial performance;

•changes in our management personnel or our inability to retain, motivate and hire qualified management personnel;

•the dependence of our operating model on our ability to attract and retain experienced and talented bankers in each of our markets, which may be impacted as a result of labor shortages;

•our ability to identify and address cyber security risks, fraud and systems errors, including the impact on our reputation and the costs and effects required to address such risks, fraud and systems errors;

•disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems, which may be exacerbated by the development of generative artificial intelligence, including risks arising from reliance on third-party AI tools, model limitations, data integrity issues or regulatory uncertainty, and the cost of defending against them and any reputational or other financial risks following such a cybersecurity incident;

•our business relationships with, and reliance upon, third parties that have strategic partnerships with us or that provide key components of our business infrastructure, including the costs of services and products provided to us by third parties, and disruptions in service, security breaches, financial difficulties with or other adverse events affecting a third-party vendor or business relationship;

•an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;

•fraudulent and negligent acts by our clients, employees or vendors and our ability to identify and address such acts;

•risks related to potential acquisitions;

•compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters, and our ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing operations;

•changes in the scope and cost of Federal Deposit Insurance Corporation (“FDIC”) insurance and other coverage;

•changes in our accounting standards;

•changes in tariffs and trade barriers;

•changes in federal tax law or policy;

•the effects of war or other conflicts, civil unrest, acts of terrorism, acts of God, natural disasters, health emergencies, epidemics or pandemics, climate changes, or other catastrophic events that may affect general economic conditions or cause other disruptions and/or increase costs, including, but not limited to, property and casualty and other insurance cost;

•action or inaction by the federal government, including as a result of any prolonged government shutdown (including a partial shutdown) or government intervention in the U.S. financial system;

•a deterioration of the credit rating for U.S. long-term sovereign debt, actions that the U.S. government may take to avoid exceeding the debt ceiling, and uncertainties surrounding the debt ceiling and the federal budget; and

•other factors and risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein and in any of the Company’s subsequent reports filed with the SEC and available on its website at www.sec.gov.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in Item 1A of the 2025 Form 10-K and in any of Northpointe’s subsequent SEC filings. Because of these risks and other uncertainties, our actual future results, performance or achievement, or industry results, may be materially different from the results indicated by the forward looking statements. In addition, our past results of operations are not necessarily indicative of our future results. You are cautioned not to place undue reliance on these forward looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.

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Northpointe Bancshares, Inc.

Item 1. Financial Statements

Consolidated Balance Sheets

March 31, 2026 and December 31, 2025

(unaudited)

(Dollars in thousands)


	March 31, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	487,617	$	496,459
Equity securities	1,339		1,347
Debt securities available for sale	4,884		4,738
Federal Home Loan Bank ("FHLB") stock	80,109		80,109
Loans held for sale, at fair value	297,243		309,213
Total loans held for investment (“HFI”) - ($173,852 and $178,578 at fair value at March 31, 2026 and December 31, 2025, respectively)	6,411,197		6,021,527
Allowance for credit losses	(9,700)		(10,435)
Net loans	6,401,497		6,011,092
Mortgage servicing rights, at fair value	20,608		17,048
Intangible assets, net	1,367		1,513
Premises and equipment	27,394		27,571
Other assets	73,819		73,735
Total Assets	$	7,395,877	$	7,022,825
Liabilities and Stockholders' Equity
Liabilities
Deposits:
Noninterest-bearing	$	277,239	$	275,974
Interest-bearing	4,724,178		4,593,693
Total deposits	5,001,417		4,869,667
Borrowings	1,631,496		1,439,500
Subordinated debentures	111,872		91,915
Subordinated debentures issued through trusts	5,000		5,000
Deferred tax liability	4,110		3,786
Other liabilities	51,989		43,915
Total Liabilities	6,805,884		6,453,783
Stockholders' Equity
Preferred Stock Non-Cumulative - No Par Value; 5,000,000 shares authorized
Series B - 25,000 shares issued and outstanding at March 31, 2026 and December 31, 2025 with a liquidation preference of $25,000
Common Stock - No Par Value
Authorized - 101,500,000; shares issued and outstanding - 34,494,116 shares at March 31, 2026 and December 31, 2025
Additional paid in capital	204,875		204,875
Retained earnings	385,206		364,366
Accumulated other comprehensive loss	(88)		(199)
Total Stockholders' Equity	589,993		569,042
Total Liabilities and Stockholders' Equity	$	7,395,877	$	7,022,825

See notes to consolidated financial statements.

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Northpointe Bancshares, Inc.

Consolidated Statements of Income

Three Months Ended March 31, 2026 and 2025

(unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended March 31,
	2026		2025
Interest Income
Loans - including fees	$	94,913	$	72,071
Investment securities - taxable	57		154
FHLB stock - taxable	1,745		1,629
Interest bearing deposits	4,788		5,296
Total interest income	101,503		79,150
Interest Expense
Deposits	44,455		36,310
Subordinated debentures	2,102		887
Borrowings	13,673		11,564
Total interest expense	60,230		48,761
Net interest income	41,273		30,389
Provision (benefit) for credit losses	(469)		1,385
Provision (benefit) for unfunded commitments	24		(90)
Net interest income after provision (benefit) for credit losses and unfunded commitments	41,718		29,094
Noninterest income
Service charges on deposits and other fees	264		180
Loan servicing fees	3,548		995
Mortgage Purchase Program ("MPP") fees	1,970		1,141
Net gain on sale of loans	16,547		18,587
Other noninterest income (loss)	(184)		1,970
Total noninterest income	22,145		22,873
Noninterest expense
Salaries and employee benefits	24,353		20,443
Occupancy and equipment	820		972
Data processing expense	2,349		2,107
Professional fees	1,318		1,228
Other taxes and insurance	2,237		1,787
Other noninterest expense	3,358		2,835
Total noninterest expense	34,435		29,372
Income - before income taxes	29,428		22,595
Income tax expense	7,274		5,348
Net income	22,154		17,247
Preferred stock dividends	453		2,206
Net income available to common stockholders	$	21,701	$	15,041
Basic earnings per common share	$	0.63	$	0.50
Diluted earnings per share	$	0.62	$	0.49

See notes to consolidated financial statements.

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Northpointe Bancshares, Inc.

Consolidated Statements of Comprehensive Income

Three Months Ended March 31, 2026 and 2025

(unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2026		2025
Net income	$	22,154	$	17,247
Other comprehensive income
Unrealized gains:
Net change in unrealized loss on debt securities available for sale	146		18

Tax effect	35		4
Net change in unrealized loss on debt securities available for sale, net of tax	111		14
Less: reclassification adjustments:
Reclassifications for gains included in net income	—		—
Tax effect	—		—
Reclassifications for gains included in net income, net of tax	—		—
Total other comprehensive income	111		14
Comprehensive income	$	22,265	$	17,261

See notes to consolidated financial statements.

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Northpointe Bancshares, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2026 and 2025

(unaudited)

(Dollars in thousands)


	Preferred Stock, Series A Shares	Preferred Stock, Series B Shares	Common Stock, Number of Shares	Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance - January 1, 2025	82,000	25,000	25,684,560	$	166,847	$	295,967	$	(324)	$	462,490
Net income, three months	—	—	—	—		17,247		—		17,247
Other comprehensive income	—	—	—	—		—		14		14
Dividends declared ($0.025 per share)	—	—	—	—		(641)		—		(641)
Preferred stock - repurchase	(5,000)	—	—	(4,840)		—		—		(4,840)

Issuance of common stock, net	—	—	8,621,539	114,444		—		—		114,444
Stock options exercised	—	—	9,000	14		—		—		14
Preferred stock dividends	—	—	—	—		(2,206)		—		(2,206)
Balance - March 31, 2025	77,000	25,000	34,315,099	$	276,465	$	310,367	$	(310)	$	586,522


Balance - January 1, 2026	—	25,000	34,494,116	$	204,875	$	364,366	$	(199)	$	569,042
Net income, three months	—	—	—	—		22,154		—		22,154
Other comprehensive income	—	—	—	—		—		111		111
Dividends declared ($0.025 per share)	—	—	—	—		(861)		—		(861)




Preferred stock dividends	—	—	—	—		(453)		—		(453)
Balance - March 31, 2026	—	25,000	34,494,116	$	204,875	$	385,206	$	(88)	$	589,993

See notes to consolidated financial statements.

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Northpointe Bancshares, Inc.

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2026 and 2025

(unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net income	$	22,154	$	17,247
Adjustments to reconcile consolidated net income to net cash and cash equivalents provided by operating activities:
Depreciation	594		662
Provision (benefit) for credit losses	(469)		1,385
Provision (benefit) for unfunded commitments	24		(90)
Amortization of intangible asset	146		146
Amortization of debt issuance costs	80		226
Net gain on sale of loans	(16,547)		(18,587)
Proceeds from sales of loans held for sale	639,754		444,893
Origination of mortgage loans held for sale	(616,204)		(420,710)
Net loss on sale of other real estate	—		6



Write-down of other real estate	171		76
Net gain on extinguishment of debt	—		(2,048)
Change in fair value of mortgage servicing rights ("MSR")	(1,322)		707
Deferred tax expense	288		(551)
Change in fair value of equity securities	8		(20)
Change in mortgage banking derivatives	(3,803)		(560)
Net change in:
Other assets	4,246		17,951
Other liabilities	8,572		13,691
Net cash and cash equivalents provided by operating activities	37,692		54,424
Cash Flows from Investing Activities





Proceeds from sales of other real estate	—		2,075
Purchases of premises and equipment	(417)		(322)
Net increase in loans	(388,995)		(717,495)

Contributions to lender risk account ("LRA")	(324)		(400)
Proceeds from LRA	893		628
Net cash and cash equivalents used in investing activities	(388,843)		(715,514)
Cash Flows from Financing Activities
Net change in deposits	131,750		400,067
Cash dividends paid on common stock	(861)		(641)
Subordinated debt call and repayment	—		(15,000)
Subordinated debt issuance, net of costs	19,877		—
Advances of FHLB borrowings	435,000		80,000
Repayment of FHLB borrowings	(430,000)		(100,452)
Net change in other borrowings	186,996		134,908
Issuance of common stock, net	—		114,444
Preferred stock dividend	(453)		(2,206)
Preferred stock repurchase	—		(4,840)

Proceeds from exercised stock options	—		14
Net cash and cash equivalents provided by financing activities	342,309		606,294
Net decrease in cash and cash equivalents	(8,842)		(54,796)
Cash and cash equivalents - beginning of year	496,459		376,295
Cash and cash equivalents - end of year	$	487,617	$	321,499

See notes to consolidated financial statements.

Consolidated Statements of Cash Flows (Continued)

Three Months Ended March 31, 2026 and 2025

(unaudited)

(Dollars in thousands)


	Three Months Ended March 31,
Supplemental cash flow information	2026		2025
Cash paid for:
Interest	$	58,531	$	41,720
Non-cash supplemental information:
Change in rebooked GNMA loans over 90 days	(290)		232
Loans transferred to other real estate	1,806		—
Loans transferred from loans held for sale to loans HFI at fair value	2,747		2,181

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Northpointe Bancshares, Inc.

Notes to Consolidated Financial Statements (unaudited)

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Northpointe Bancshares, Inc.’s (the “Company”) accounting and reporting policies and practices conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s primary focus is residential mortgage lending throughout the United States. The majority of these loans are sold in the secondary market through a network of investors. The Company also has developed a mortgage advance program which provides funding to pre-approved mortgage bankers who originate and sell individual conforming and non-qualified loan products in the secondary market. The Company continues to service loans which were originated and sold to investors as well as loans held in its portfolio which were originated and selectively held in portfolio. The Company has two reportable segments, Retail Banking and MPP, which are discussed in more detail in Note 20. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Northpointe Bank (the “Bank”). All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025 have been prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X and, therefore, do not include all of the information and footnotes required by GAAP for complete financial statements. Accordingly, these statements should be read in conjunction with the Company's audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The accounts of the Company and its consolidated subsidiary are included in the consolidated financial statements. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal, recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year.

Significant Group Concentrations of Credit Risk

The Company’s single banking branch is located in Michigan, but the Company markets its banking products to deposit customers located throughout the United States. The Company is also active nationwide in mortgage lending through a network of mortgage bankers and other financial institutions. Note 3 discusses the types of lending in which the Company engages. The Company’s primary concentration is in real estate lending, including the origination and sale of one-to-four family real estate mortgages to the secondary market to Government Sponsored Entities (“GSEs”) and its mortgage advance program.

Use of Estimates

In preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, fair value of mortgage servicing rights, and fair value of the lender risk account.

Initial Public Offering

On February 13, 2025, the Company completed an initial public offering of its common stock, resulting in the issuance of 8,621,539 new shares of common stock and proceeds of $114.2 million, net of offering expenses.

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Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Emerging Growth Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period when complying with new or revised accounting standards. This allows an EGC to delay adoption of certain accounting standards until those standards apply to private companies; however, the EGC can still early adopt new or revised accounting standards. We have elected to take advantage of this extended transition period, which means these financial statements, as well as financial statements we file in the future will be subject to all new or revised accounting standards generally applicable to private companies, unless stated otherwise. This decision will remain in effect until the Company loses its EGC status.

Reclassifications

Some items in the prior year’s consolidated financial statements were reclassified to conform to the current presentation. These reclassifications had no impact on the prior year’s net income or stockholders’ equity.

Mortgage Purchase Program (“MPP”)

Our MPP business provides independent mortgage bankers with an alternative to traditional mortgage warehouse lending. MPP utilizes a collateralized mortgage purchase facility with individual advances under the facility which are reviewed and approved by the Company and secured by our mortgage bankers’ originated one-to-four family mortgage loans. These facilities enable the Company’s MPP clients to close and fund their mortgages and during a relatively short period (typically less than 30 days), and the originated loans are sold into the secondary market via government agencies (Fannie Mae, Freddie Mac or Ginnie Mae) or to institutional investors (banks, large mortgage companies, insurance companies, mortgage REIT’s) or are securitized.

The Company also participates out portions of the individual advances (“the participating interest”) through participation agreements with other financial institutions. Cash flows associated with the individual advances are shared on a pro-rata basis with the participating banks.

The Company charges the mortgage banker an administrative fee per individual mortgage loan and earns interest while the loan is owned by the Company. Fee income is included in MPP fees on the Consolidated Statements of Income. There were no delinquent loans and or credit losses in the Company’s MPP business during the three months ended March 31, 2026 or 2025.

Extended dwell sub-limits of purchase facilities, which have longer than expected standard turn times to be sold, may be issued to the mortgage bankers to facilitate loans that may not be delivered to the secondary market within the terms of the original advance. At March 31, 2026 and December 31, 2025, the Bank had outstanding balances on these facilities of $71.3 million and $56.5 million, respectively.

Participations of the individual advances referenced above are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of the right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

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Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Lender Risk Account

A LRA has been established for loans sold by the Company to the Federal Home Loan Bank of Indianapolis (“FHLB”). The LRA is funded through a reduction of the purchase price and maintained by the FHLB at an initial amount of 1.20% of the loan balance and is used to offset credit losses over the life of the loans sold by the Company to the FHLB. If the LRA has not been depleted by losses, funds are returned to the Company over time, beginning after five years and continuing through 25 years. As of March 31, 2026 and December 31, 2025, the Company had on deposit with the FHLB $54.8 million and $55.0 million, respectively, in these LRAs. Additionally, as of March 31, 2026 and December 31, 2025, the Company estimated the guaranty account, which is recorded in other liabilities in the Company’s Consolidated Balance Sheets, to be $4.4 million and $4.3 million, respectively. The Company amortizes the guarantee account over a five to nine year period. Amortization totaling $213,000 and $166,000 was recognized in net gain on sale of loans in the Company’s consolidated statements of income during the three months ended March 31, 2026 and 2025, respectively. The Company carries the LRA asset at fair value in the Company’s Consolidated Balance Sheets in other assets with changes in the fair value included in the consolidated statements of income with net gain on sale of loans. The fair value of the LRA was $29.6 million and $30.4 million at March 31, 2026 and December 31, 2025, respectively. See Note 17 for a description of the methods and assumptions used to determine fair value at March 31, 2026 and December 31, 2025.

Loans

In addition to the MPP program noted within this section, the Company also originates residential mortgages, including a specialized first mortgage revolving equity line of credit linked by one account to a demand deposit bank account of the borrower (which we refer to as All-in-One, or “AIO” loans). Excluding AIO loans, virtually all the Company’s residential mortgages are saleable through an end investor. The ability of the Company’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in the markets where the Company has originated loans.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off and where the fair value option has not been elected are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

Accrued interest receivable for loans is included in other assets on the Company’s consolidated balance sheet. The Company elected not to measure an allowance for accrued interest receivable and instead elected to reverse accrued interest income on loans that are placed on nonaccrual status. Accrued interest on loans totaled $26.5 million and $28.3 million as of March 31, 2026 and December 31, 2025, respectively, and is included in other assets in the Consolidated Balance Sheets.

The accrual of interest on loans is discontinued at the time the loan is delinquent (120 days for mortgages and 90 days for commercial) unless the credit is well secured and in process of collection. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Allowance for Credit Losses (“Allowance” or “ACL”)

Management estimates the allowance by using relevant available information from internal and external sources related to historical loss experience, current borrower risk characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors. The allowance is measured on a collective or pool basis when similar risk characteristics exist or on an individual basis when loans have unique risk characteristics which differentiate them from other loans within the loan segment. The process for estimating credit losses incorporates methodologies and procedures specific to the residential and commercial loan portfolios, each of which has unique risk characteristics. Each of these portfolios is further disaggregated into loan segments, which are discussed in more detail below.

A loss given default methodology is utilized to estimate losses on the residential loan portfolio. This methodology is used to project a default rate, prepayment rate, and severity factor for each loan in the portfolio to arrive at the lifetime credit loss for the construction, land development, home equity, and closed end first and second lien loans. The Company periodically performs a backtest on default, loss severity and prepayment forecasts to determine if any adjustments should be made to the model, which includes a comparison of actual defaults, losses and prepayments with those originally forecasted. The accumulated expected credit losses are impacted by changes in borrower delinquencies, changes in loan to values, and changes in FICO scores. Lifetime credit losses are also adjusted by reasonable and supportable economic forecasts. As of March 31, 2026 and December 31, 2025, the Moody’s Baseline March 2026 and December 2025 U.S. Macroeconomic Outlook, respectively, were utilized.

For the commercial loan portfolio, excluding MPP, a discounted cash flow methodology adjusted for peer group benchmarks on probability of default, prepayment speeds, and curtailment rate is used. Within the commercial loan portfolio, management utilizes an internal loan grading system and assigns each loan a grade of pass, special mention, substandard, or doubtful, which are more fully explained in Note 3. The amount of credit losses, if any, is measured by a comparison of the loan’s carrying value to the net present value of future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected to solely from the collateral.

For MPP, a separate analysis is completed for the ACL associated with this portfolio due to its unique characteristics and absence of loss history. The portfolio typically includes a mandatory investor take-out commitment and is backed by a seller repurchase obligation. In addition, MPP clients close and fund their mortgages during a relatively short period (typically less than 30 days). As a result, these loans have generated no losses over the life of the program. Based on management’s assessment of risk, a qualitative reserve has been established for this portfolio.

Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. Factors considered by management in determining credit losses include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as individually evaluated. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Credit losses are individually evaluated by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

Qualitative Factors

Each quarter, management also considers the need to adjust historical loss rates as determined to reflect the extent to which current conditions and reasonable and supportable economic forecasts are expected to differ or where specific risks and uncertainties are not fully captured by the quantitative model. These qualitative adjustments may increase or decrease the estimate of expected future credit losses. The qualitative factors include economic forecast uncertainty, underwriting and collection trends, changes in nature and volume of portfolio, changes in the volume and severity of past due loans, collateral trends, concentration risk, quality of loan review, changes in personnel, external factors, and other considerations.

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Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Residential Loan Segments

Construction and land development: Construction and land development loans consist of loans to individuals for the construction of their primary residences. Loans to individuals for the construction of their residences typically run for up to 12 or 18 months and then convert to permanent loans. These construction loans have rates and terms comparable to one-to-four family loans. During the construction phase, the borrower pays interest only. The maximum loan-to-value ratio of owner-occupied single-family construction loans is 80%. Residential construction loans are generally underwritten pursuant to the same guidelines used for originating permanent residential loans.

Construction loans generally are made for relatively short terms. However, to the extent construction loans are not made to owner-occupants of single-family homes, they are more vulnerable to changes in economic conditions and the concentration of credit with a limited number of borrowers. Further, the nature of these loans is such that they are more difficult to evaluate and monitor. The risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value upon timely completion of the project and the estimated cost (including interest) of the project.

Home equity lines of credit: Home equity lines of credit mainly consist of variable-rate home equity lines of credit secured by a lien on the borrower’s primary residence. These include first-lien home equity lines which are tied seamlessly to a demand deposit sweep account, which are limited to 80% of the property value. Home equity products are limited to 90% of the property value less any other mortgages if the first loan is with the Bank. Home equity products in a secondary lien position are limited to 85% of the property value less any superior liens. The Company uses the same underwriting standards for home equity lines of credit as it uses for one-to-four family residential mortgage loans. Home equity lines of credit provide for an initial draw period of up to ten years. Home equity loans are susceptible to weakening general economic conditions and increase in unemployment rates and declining real estate values.

Closed end, first and second liens: Closed end, first and second liens consist of one-to-four family residential loans which are primarily loans secured by first or second liens or mortgages on primary residences. The Company originates adjustable-rate and fixed-rate, one-to-four-family residential real estate loans for the construction, purchase or refinancing of a mortgage. These loans are collateralized by owner-occupied properties. Loans on one-to-four-family residential real estate are generally originated in amounts of up to 90% for owner-occupied one-to-four family homes and up to 85% for non-owner occupied homes. Mortgage title insurance and hazard insurance are normally required. Such loans are susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values.

Commercial Loan Segments

Commercial: Commercial business loans and lines of credit consist of loans to small- and medium- sized companies in the Company’s market area. Commercial business loans are generally used for working capital purposes. Risk to this category include declining valuation of collateral and weakening general economic conditions.

MPP: Individual advances under the facility are reviewed and approved by the Company and are secured by specific one-to-four family mortgage loans, which the mortgage banker intends to sell and deliver to the secondary market within 60 days. The MPP business is susceptible to weakening general economic conditions and increases in unemployment rates and declining real estate values.

Unfunded Loan Commitments

The Company is also required to consider expected credit losses associated with loan commitments over the contractual period in which it is exposed to credit risk on the underlying commitments unless the obligation is unconditionally cancellable by the Company. Any allowance for off balance sheet credit exposure is reported in other liabilities on the Company’s consolidated balance sheets and is increased or decreased by provision for credit losses on the Company’s consolidated statement of income. The calculation uses the same methodology, inputs, and assumptions as the funded portion of the loans at the segment level applied to the amount of commitments expected to be funded.

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Northpointe Bancshares, Inc.

Note 1 — Summary of Significant Accounting Policies (continued)

Repurchase Reserve

The Company sells residential mortgage loans to investors in the ordinary course of business. Residential mortgage loans sold to investors are predominantly conventional residential first lien mortgages originated under our usual underwriting procedures and are sold on a nonrecourse basis. The Company’s agreements to sell residential mortgage loans usually require general representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability, which if subsequently untrue or breached, could require the Company to indemnify or repurchase certain loans affected. The balance in the repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Company could incur from repurchasing a loan, as well as loss reimbursements, indemnification, and other “make whole” settlement resolutions. The Company’s repurchase reserve was approximately $2.0 million and $2.1 million as of March 31, 2026 and December 31, 2025, respectively, and is included in other liabilities on the consolidated balance sheet.

Off-balance-sheet Instruments

In the ordinary course of business, the Company may enter into commitments under commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded. There were no letter of credit commitments as of March 31, 2026 or December 31, 2025.

Other Real Estate Owned

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value (less costs to sell) at the date of the foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less costs to sell. Related revenue, expenses, and changes in the valuation allowance are included in other expenses. Total other real estate owned included in other assets at March 31, 2026 and December 31, 2025 was approximately $3.4 million and $1.7 million, respectively. The Company had real estate in the process of foreclosure totaling $23.0 million as of March 31, 2026 and $18.1 million as of December 31, 2025.

Leases

ASU 2016-02, Leases establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Right of use assets and lease liabilities are recognized at lease commencement date based upon the estimated present value of lease payments over the lease term.

The ROU assets were $1.4 million at March 31, 2026 and lease liabilities were $1.3 million at March 31, 2026, and were $1.0 million and $1.1 million, respectively, at December 31, 2025. ROU assets are included in other assets and ROU lease liabilities are include in other liabilities in the Company’s Consolidated Balance Sheets.

Issued Not Yet Effective Accounting Pronouncement

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this ASU require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. The ASU is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is allowed. The ASU can be applied prospectively. The Company is currently assessing the impact of the update and its operations, financial position, and disclosures.

Subsequent Events

The consolidated financial statements and related disclosures include evaluation of events through the date the consolidated financial statements were issued.

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Northpointe Bancshares, Inc.

Note 2 — Debt Securities

The amortized costs, fair values, and unrealized gains and losses of debt securities available for sale were as follows as of the dates indicated (dollars in thousands):


March 31, 2026	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
Debt securities available for sale
Subordinated corporate bonds	$	5,000	$	—	$	(116)	$	4,884
Total	$	5,000	$	—	$	(116)	$	4,884


December 31, 2025	Amortized Cost		Gross Unrealized				Fair Value
			Gains		Losses
Debt securities available for sale
Subordinated corporate bonds	$	5,000	$	—	$	(262)	$	4,738
Total	$	5,000	$	—	$	(262)	$	4,738

As of March 31, 2026 and December 31, 2025, there was no allowance for credit losses on debt securities available for sale.

There were no sales of debt securities available for sale in the three months ended March 31, 2026 or 2025.

At March 31, 2026 and December 31, 2025, the Company held one bond which was in an unrealized loss position for more than twelve months. The Company believes the unrealized loss on this bond is interest rate driven and temporary.

The following tables show investments with gross unrealized losses and their market value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at the dates indicated (dollars in thousands):


March 31, 2026	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Debt securities available for sale
Subordinated corporate bonds	$	—	$	—	$	4,884	$	(116)	$	4,884	$	(116)
Total	$	—	$	—	$	4,884	$	(116)	$	4,884	$	(116)


December 31, 2025	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Debt securities available for sale
Subordinated corporate bonds	$	—	$	—	$	4,738	$	(262)	$	4,738	$	(262)
Total	$	—	$	—	$	4,738	$	(262)	$	4,738	$	(262)

Debt securities, at par value, have the following contractual maturities as of March 31, 2026 (dollars in thousands):


March 31, 2026
	Within 1 Year		1 - 5 Years		5 - 10 Years		Greater than 10 years		Total
Debt securities available for sale
Subordinated corporate bonds	$	—	$	—	$	5,000	$	—	$	5,000
Total	$	—	$	—	$	5,000	$	—	$	5,000

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses

The following table shows a summary of the balances of loans as of the dates indicated (dollars in thousands):


	March 31, 2026		December 31, 2025
Residential	$	2,543,441	$	2,573,890
Commercial	477		15,521
MPP	3,860,663		3,424,935
Total loans	6,404,581		6,014,346
Less:
Allowance for credit losses	9,700		10,435
Net deferred loan (cost)/fees	(6,616)		(7,181)
Net loans	$	6,401,497	$	6,011,092

The residential portfolio includes $173.9 million and $178.6 million of loans measured at fair value on March 31, 2026 and December 31, 2025, respectively.

Activity in the allowance for credit losses for the three months ended March 31, 2026 is summarized as follows (dollars in thousands):


	Three Months Ended March 31, 2026
	Residential		Commercial		MPP		Unallocated		Total
Beginning balance	$	8,999	$	61	$	1,370	$	5	$	10,435
Charge-offs	(475)		—		—		—		(475)
Recoveries	98		111		—		—		209
Provision (benefit)	(471)		(170)		174		(2)		(469)
Ending balance	$	8,151	$	2	$	1,544	$	3	$	9,700

Activity in the allowance for loan losses for the three months ended March 31, 2025 is summarized as follows (dollars in thousands):


	Three Months Ended March 31, 2025
	Residential		Commercial		MPP		Unallocated		Total
Beginning balance	$	10,468	$	32	$	684	$	6	$	11,190
Charge-offs	(312)		—		—		—		(312)
Recoveries	48		4		—		—		52
Provision (benefit)	1,117		(32)		303		(3)		1,385
Ending balance	$	11,321	$	4	$	987	$	3	$	12,315

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Activity in the allowance for unfunded commitments for the three months ended March 31, 2026 and 2025 is summarized as follows (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Beginning balance	$	330	$	385
Charge-offs	—		—
Recoveries	—		—
Provision (benefit)	(24)		(90)
Ending balance	$	306	$	295

Nonaccrual Loans

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing in the HFI portfolio, excluding those loans carried at fair value, as of March 31, 2026 (dollars in thousands):


	March 31, 2026
	Nonaccrual with No Allowance		Nonaccrual with Allowance		Total Nonaccrual		Over 90 days Accruing		Total
Residential:
Construction and land development	$	3,873	$	1,464	$	5,337	$	142	$	5,479
Home equity lines of credit	11,941		1,227		13,168		67		13,235
Closed end, first liens	40,198		7,642		47,840		4,526		52,366
Closed end, second liens	1,707		148		1,855		—		1,855
Commercial	149		—		149		—		149
Total	$	57,868	$	10,481	$	68,349	$	4,735	$	73,084


	December 31, 2025
	Nonaccrual with No Allowance		Nonaccrual with Allowance		Total Nonaccrual		Over 90 days Accruing		Total
Residential:
Construction and land development	$	4,501	$	1,248	$	5,749	$	1,329	$	7,078
Home equity lines of credit	10,905		2,763		13,668		588		14,256
Closed end, first liens	40,381		9,423		49,804		4,422		54,226
Closed end, second liens	1,146		410		1,556		—		1,556
Commercial	154		—		154		—		154
Total	$	57,087	$	13,844	$	70,931	$	6,339	$	77,270

The Bank has not recognized any material interest income on nonaccrual loans during the three months ended March 31, 2026 or 2025.

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the sale of the collateral and the borrower is experiencing financial difficulty. The allowance is calculated on an individual loan basis of the shortfall between the fair value of the loan’s collateral, which is adjusted for selling costs, and the loan’s amortized cost. If the fair value of the collateral exceeds the loan’s amortized cost, no allowance is necessary.

The amortized cost of collateral dependent loans by class as of March 31, 2026 and December 31, 2025 was as follows (dollars in thousands):


	March 31, 2026
	Collateral Type
	Real Estate		Other		Allowance Allocated
Residential:
Construction and land development	$	3,873	$	—	$	—
Home equity lines of credit	12,411		—		98
Closed end, first liens	40,950		—		98
Closed end, second liens	1,755		—		8
Commercial	148		$	—	—
Total	$	59,137	$	—	$	204


	December 31, 2025
	Collateral Type
	Real Estate		Other		Allowance Allocated
Residential:
Construction and land development	$	4,501	$	—	$	—
Home equity lines of credit	12,864		—		130
Closed end, first liens	41,844		—		26
Closed end, second liens	1,105		—		9
Commercial	154		$	—	—
Total	$	60,468	$	—	$	165

Age Analysis of Loans

The following tables detail the age analysis of loans, excluding those loans carried at fair value, at March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans
Residential:
Construction and land development	$	2,612	$	1,405	$	3,990	$	8,007	$	124,063	$	132,070
Home equity lines of credit	2,531		2,267		10,308		15,106		795,556		810,662
Closed end, first liens	16,075		9,479		40,021		65,575		1,299,306		1,364,881
Closed end, second liens	1,322		1,160		1,786		4,268		64,324		68,592
Commercial	—		51		148		199		278		477
MPP	—		—		—		—		3,860,663		3,860,663
Total	$	22,540	$	14,362	$	56,253	$	93,155	$	6,144,190	$	6,237,345

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)


	December 31, 2025
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans
Residential:
Construction and land development	$	4,540	$	2,135	$	5,623	$	12,298	$	135,250	$	147,548
Home equity lines of credit	4,187		916		10,944		16,047		769,936		785,983
Closed end, first liens	21,994		7,568		38,751		68,313		1,329,394		1,397,707
Closed end, second liens	1,857		1,090		1,105		4,052		67,203		71,255
Commercial	55		—		153		208		15,313		15,521
MPP	—		—		—		—		3,424,935		3,424,935
Total	$	32,633	$	11,709	$	56,576	$	100,918	$	5,742,031	$	5,842,949

Modifications to Borrowers Experiencing Financial Difficulty

On occasion, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, interest rate reductions, or payment delays. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. In some cases, the Company provides multiple types of concessions on one loan.

During the three months ended March 31, 2026, there were five closed end, first lien loans totaling $1.7 million that were both experiencing financial difficulty and modified during the period. These loans were a combination of term extensions and interest rate reductions and each were on nonaccrual status at time of modification. During the three months ended March 31, 2025, there were $2.6 million in loans that were both experiencing financial difficulty and modified during the period: eight closed end, first liens, for $2.3 million and one home equity line of credit for $249,000. These loans were a combination of term extensions and interest rate reductions and each were on nonaccrual status at time of modification.

There were $2.9 million of loans that had modifications to borrowers experiencing financial difficulty within the previous twelve months that became 30 days or more past due during the three months ended March 31, 2026. There were no material modifications to borrowers experiencing financial difficulty within the previous twelve months that became 30 days or more past due during the three months ended March 31, 2025.

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

Credit Quality Indicators

The Company categorized each loan into credit risk categories based on current financial information, overall debt service coverage, comparison against industry averages, collateral coverage, historical payment experience, and current economic trends. Residential real estate is evaluated for credit risk based on performing or non-performing classification. The Company uses the following definitions for credit risk ratings:

Performing

Residential real estate credits not covered by the non-performing definition below.

Non-performing

Residential real estate loans classified as non-performing are generally loans on nonaccrual status.

Pass

Commercial credits not covered by the definitions below are pass credits, which are not considered to be adversely rated.

Special Mention

Loans classified as special mention, or watch credits, have a potential weakness or weaknesses that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard

Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution may sustain some loss if the deficiencies are not corrected.

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

The following table reflects amortized cost basis of loans and year to date charge-offs (excluding those loans carried at fair value) as of March 31, 2026 based on year of origination (dollars in thousands):


	2026		2025		2024		2023		2022		Prior			Revolving Loans Amortized Cost Basis		Total
Construction and land development:
Performing	$	366	$	3,640	$	4,340	$	28,234	$	44,359	$	45,794		$	—	$	126,733
Nonperforming	—		—		174		1,775		2,292		1,096			—		5,337
Total	366		3,640		4,514		30,009		46,651		46,890			—		132,070
Gross charge-offs	—		—		—		9		20		13			—		42
Home equity lines of credit:
Performing	—		—		—		—		—		—			797,494		797,494
Nonperforming	—		—		—		—		—		—			13,168		13,168
Total	—		—		—		—		—		—			810,662		810,662
Gross charge-offs	—		—		—		274		13		—			—		287
First liens, closed end loans:
Performing	247		7,171		29,282		67,863		975,018		237,460			—		1,317,041
Nonperforming	—		1,171		2,228		8,056		26,469		9,916			—		47,840
Total	247		8,342		31,510		75,919		1,001,487		247,376			—		1,364,881
Gross charge-offs	—		—		11		70		51		5			—		137
Second liens, closed end loans:
Performing	89		3,107		3,894		10,978		28,253		20,416			—		66,737
Nonperforming	—		—		252		420		315		868			—		1,855
Total	89		3,107		4,146		11,398		28,568		21,284			—		68,592
Gross charge-offs	—		—		—		9		—		—			—		9
Commercial: Risk Rating
Pass	—		—		—		—		—		277			—		277
Special mention	—		—		—		—		—		51			—		51
Substandard	—		—		—		—		—		149			—		149
Total	—		—		—		—		—		477		477	—		477
Gross charge-offs	—		—		—		—		—		—			—		—
MPP: Risk Rating
Pass	—		—		—		—		—		—			3,860,663		3,860,663
Special mention	—		—		—		—		—		—			—		—
Total	—		—		—		—		—		—			3,860,663		3,860,663
Gross charge-offs	—		—		—		—		—		—			—		—
Grand total	$	702	$	15,089	$	40,170	$	117,326	$	1,076,706	$	316,027		$	4,671,325	$	6,237,345
Grand total gross charge-offs	$	—	$	—	$	11	$	362	$	84	$	18		$	—	$	475

There were no revolving loans converted to term loans during the three months ended March 31, 2026.

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Northpointe Bancshares, Inc.

Note 3 — Loans and Allowance for Credit Losses (continued)

The following table reflects amortized cost basis of loans and full year charge-offs as of December 31, 2025 (excluding those loans carried at fair value) based on year of origination (dollars in thousands):


	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
Construction and land development
Performing	$	3,640	$	6,073	$	35,304	$	46,608	$	33,323	$	16,851	$	—	$	141,799
Nonperforming	—		176		1,817		2,490		773		493		—		5,749
Total	3,640		6,249		37,121		49,098		34,096		17,344		—		147,548
Gross charge-offs	—		—		43		303		30		22		—		398
Home equity lines of credit:
Performing	—		—		—		—		—		—		772,315		772,315
Nonperforming	—		—		—		—		—		—		13,668		13,668
Total	—		—		—		—		—		—		785,983		785,983
Gross charge-offs	—		2		230		416		21		—		—		669
First liens, closed end loans:
Performing	10,612		31,083		73,710		990,798		139,513		102,187		—		1,347,903
Nonperforming	155		2,795		6,834		31,277		3,239		5,504		—		49,804
Total	10,767		33,878		80,544		1,022,075		142,752		107,691		—		1,397,707
Gross charge-offs	—		148		220		1,471		74		6		—		1,919
Second liens, closed end loans:
Performing	3,112		4,229		11,767		29,114		7,812		13,665		—		69,699
Nonperforming	—		252		431		315		232		326		—		1,556
Total	3,112		4,481		12,198		29,429		8,044		13,991		—		71,255
Gross charge-offs	—		—		113		4		114		—		—		231
Commercial: Risk Rating
Pass	—		—		—		—		—		312		15,000		15,312
Special mention	—		—		—		—		—		55		—		55
Substandard	—		—		—		—		—		154		—		154
Total	—		—		—		—		—		521		15,000		15,521
Gross charge-offs	—		—		—		—		—		—		—		—
MPP: Risk Rating
Pass	—		—		—		—		—		—		3,424,935		3,424,935
Special mention	—		—		—		—		—		—		—		—
Total	—		—		—		—		—		—		3,424,935		3,424,935
Gross charge-offs	—		—		—		—		—		—		—		—
Grand total	$	17,519	$	44,608	$	129,863	$	1,100,602	$	184,892	$	139,547	$	4,225,918	$	5,842,949
Grand total gross charge-offs	$	—	$	150	$	606	$	2,194	$	239	$	28	$	—	$	3,217

There were no revolving loans converted to term loans during 2025.

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Northpointe Bancshares, Inc.

Note 4 — Bank Premises and Equipment, Net

The following table shows a summary of the cost and accumulated depreciation of premises and equipment as of the dates indicated (dollars in thousands):


	March 31, 2026		December 31, 2025
Land	$	6,396	$	6,370
Leasehold improvements	142		142
Buildings and building improvements	26,786		26,157
Furniture, fixtures, and equipment	7,453		7,197
Construction in progress	7		501
Total cost	40,784		40,367
Accumulated depreciation	(13,390)		(12,796)
Net	$	27,394	$	27,571

Depreciation expense for the three months ended March 31, 2026 and 2025 amounted to $594,000 and $662,000, respectively.

Future undiscounted lease payments for operating leases with initial terms of one year of more as of March 31, 2026 are as follows (dollars in thousands):


2026	$	837
2027	504
2028	233
2029	99
2030	—
Total undiscounted lease payments	1,673
Less discount to net present value	(335)
Total operating lease liabilities	$	1,338

The lease liability is included in other liabilities in the Company’s Consolidated Balance Sheet.

The weighted average remaining discount rate was 5.85% and weighted average remaining life was 2.09 years at March 31, 2026.

The leases contain options to extend for periods from 1 year to 5 years. The cost of such rentals is not included above. Total rent expense for the three months ended March 31, 2026 and 2025 amounted to $292,000 and $307,000, respectively.

The Company also leases portions of its deposit branch and its operations center to third parties. The amounts included in occupancy and equipment expense are net of rental income of $455,000 and $289,000 for the three months ended March 31, 2026 and 2025, respectively.

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Northpointe Bancshares, Inc.

Note 4 — Bank Premises and Equipment, Net (continued)

Future income from non-cancelable lease agreements in effect at March 31, 2026 is as follows (dollars in thousands):


2026	$	1,402
2027	1,754
2028	1,356
2029	1,025
2030	982
Thereafter	983
Total	$	7,502

Note 5 — Mortgage Servicing Rights (“MSRs”)

The right to service loans for others is recognized as an MSR on the balance sheet. MSRs are recognized either when purchased or when originated loans are sold with servicing retained. The unpaid principal balances of loans serviced for others were approximately $2.0 billion and $1.8 billion at March 31, 2026 and December 31, 2025, respectively. In addition, approximately $3.3 billion and $3.1 billion at March 31, 2026 and December 31, 2025, respectively, of loans were sub-serviced on behalf of other unaffiliated investors.

The following summarizes the components of loan servicing fees which are reported in loan servicing fees in the Company’s consolidated statements of income as of the periods set forth in the table below (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Contractual servicing fees	$	2,211	$	1,682
Late fees	15		17
Other fees	—		3
Change in fair value of MSRs and paid in full	$	1,322	$	(707)
Total	$	3,548	$	995

At March 31, 2026 the fair value of MSRs was determined using discount rates between 9.5% and 11.5%, average cost of servicing between $70 and $85 per file per year, and a prepayment speed of 11.5%. At December 31, 2025 the fair value of MSRs was determined using discount rates between 9.0% and 11.5%, average cost of servicing between $70 and $85 per file per year, and a prepayment speed of 12.1%.

The following summarizes mortgage servicing rights capitalized and amortized as of the periods set forth in the table below (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Balance – Beginning of period	$	17,048	$	15,133
Additions	2,238		1,066
Paid in full loans	(488)		(128)
Change in fair value	1,810		(579)



Balance – End of period	$	20,608	$	15,492

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Northpointe Bancshares, Inc.

Note 5 — Mortgage Servicing Rights (continued)

The following table summarizes the hypothetical effect on the fair value of servicing rights using adverse changes of 10.0% and 20.0% to the weighted-average of certain significant assumptions used in valuing these assets as of the dates indicated (dollars in thousands, except per loan):


	March 31, 2026							December 31, 2025
	Actual			10% Adverse Change		20% Adverse Change		Actual			10% Adverse Change		20% Adverse Change
Discount rate change	9.5		%	$	19,790	$	19,032	9.5		%	$	16,416	$	15,829
Constant prepayment rate	10.2		%	19,770		18,996		12.1		%	16,321		15,662
Cost to service (per loan)	$	74		20,347		20,087		$	74		16,813		16,579

Note 6 — Derivative Financial Instruments

Forward contracts are contracts for delayed delivery of loans or mortgage-backed securities in which the seller agrees to make delivery at a future date of a specified instrument, at a specified price or yield. Risks arise from the possible inability of the Company to compile a portfolio of loans and from movements in interest rates. These contracts are used primarily to reduce the exposure to interest rate fluctuations for loans in progress and in loan inventory held for sale to investors. Most forward contracts are for terms of 30 days to 90 days. The Company had outstanding forward contracts of approximately $134.8 million and $184.6 million at March 31, 2026 and December 31, 2025, respectively. Forward commitments represent forward contracts, closed held for sale loans with a committed investor, and pair-off contracts.

Interest rate lock commitments, which are included in the commitments to extend credit in other assets and other liabilities in the consolidated balance sheets with the income offset recorded to gain on sale of loans, net in the consolidated statements of income, represent commitments to lend to customers at predetermined interest rates.

The following table presents the recorded gain/(loss) on derivative financial instruments at period end (dollars in thousands):



	March 31, 2026		December 31, 2025
Interest rate-lock commitments	$	3,941	$	2,706
Forward commitments	2,030		(538)

The following tables provide details on the Company’s derivative financial instruments at March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026
	Notional Amount		Asset		Liability
Interest rate-lock commitments	$	201,148	$	4,109	$	168
Forward commitments	373,072		2,227		197
Total	$	574,220	$	6,336	$	365


	December 31, 2025
	Notional Amount		Asset		Liability
Interest rate-lock commitments	$	144,154	$	2,712	$	6
Forward commitments	231,015		52		590
Total	$	375,169	$	2,764	$	596

There was no counterparty collateral asset balance as of March 31, 2026. As of December 31, 2025, the counterparty collateral asset balance was $42,000 and was included in other assets in the consolidated balance sheets. As of March 31, 2026, the counterparty collateral liability balance was $901,000 and was included in other liabilities in the consolidated balance sheets. There was no counterparty collateral liability balance as of December 31, 2025.

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Northpointe Bancshares, Inc.

Note 7 — Deposits

The following is a summary of the distribution of deposits at period end (dollars in thousands):


	March 31, 2026		December 31, 2025
Noninterest-bearing deposits	$	277,239	$	275,974
Interest-bearing demand deposits	1,299,693		1,032,334
Savings and money market accounts	510,807		555,255
Time:
Under $250,000	2,781,287		2,870,288
$250,000 and over	132,391		135,816
Total	$	5,001,417	$	4,869,667

Brokered time deposits totaled $2.54 billion and $2.64 billion at March 31, 2026 and December 31, 2025, respectively. Management monitors concentrations in brokered deposits as part of its liquidity risk management practices and believes current levels are appropriate given the Company’s diversified funding sources, liquidity position and balance sheet strategy.

At March 31, 2026, the scheduled maturities of time deposits are as follows (dollars in thousands):


2026	$	2,783,485
2027	50,310
2028	52,247
2029	26,287
2030	800
Thereafter	549
Total	$	2,913,678

Note 8 — Borrowings

The Bank has an advance agreement with the FHLB. At March 31, 2026, the Bank had 33 advances totaling $1.43 billion carrying fixed interest rates ranging between 2.90% and 4.84% with scheduled maturities between one month and 7.8 years. The weighted average rate was 3.92% at March 31, 2026. At December 31, 2025, the Bank had 34 advances totaling $1.42 billion carrying fixed interest rates ranging between 1.04% and 4.84% with scheduled maturities between one month and 8.2 years. The weighted average rate was 3.91% at December 31, 2025.

These advances are collateralized by approximately $4.2 billion and $4.0 billion of mortgage loans (including MPP facilities) and loans held for sale as of March 31, 2026 and December 31, 2025, respectively, under an agreement which calls for specific identification of pledged loans. Putable advances are included in the above tables, and there were none utilized as of March 31, 2026 and $10.0 million utilized at December 31, 2025.

At March 31, 2026, the scheduled maturities of the advances are as follows (dollars in thousands):


2026	$	425,000
2027	325,000
2028	50,000
2029	227,500
2030	100,000
Thereafter	300,000
Total	$	1,427,500

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Northpointe Bancshares, Inc.

Note 8 — Borrowings (continued)

The Company also utilizes lines of credit and overnight instruments for its short-term borrowing needs. That includes a line of credit included under the collateral agreement mentioned above, allowing borrowing up to $100.0 million. The interest rate on the line of credit is a floating rate determined by the FHLB (4.02% at March 31, 2026) and the line of credit matures on May 12, 2026. The Bank had $24.0 million and no outstanding borrowings on the line of credit at March 31, 2026 and December 31, 2025, respectively. Overnight borrowing lines had a balance of $180.0 million at March 31, 2026 and no balance at December 31, 2025.

The Company also has a $20.0 line of credit with another financial institution that it utilizes for holding company liquidity needs. This line had no balance at March 31, 2026 and a $17.0 million balance at December 31, 2025. The line of credit carries a floating rate (7.16% at March 31, 2026 and 7.37% at December 31, 2025), is subject to annual renewal and matures on October 21, 2026.

Note 9 — Subordinated Debentures

On September 28, 2018, the Bank issued $15.0 million of subordinated notes due October 1, 2028. The notes were redeemable on October 1, 2023. Interest payments were due April 1 and October 1 of each year at a fixed rate of 6.875% through October 1, 2023 and converted to a variable rate of the three-month LIBOR plus 3.765% with payments due quarterly January 1, April 1, July 1, and October 1 of each year. The notes included fall back language to determine an alternative index rate calculation if the three-month LIBOR rate index is unavailable. The alternative index rate was the three-month CME Term SOFR plus 4.03%. All notes in this issuance were redeemed and repaid in January 2025.

On August 22, 2024, the Company issued $25.0 million of subordinated notes due September 1, 2034. The notes become redeemable on September 1, 2029. Interest payments are due on March 1 and September 1 of each year at a fixed rate of 9.00% through September 1, 2029 and convert to a variable rate of three month Secured Overnight Financing Rate (“SOFR”) plus 5.50% with payments due quarterly.

On December 9, 2025, the Company issued $70.0 million of subordinated notes due December 15, 2035. The notes become redeemable on December 15, 2030. Interest payments are due on June 15 and December 15 of each year at a fixed rate of 7.50% through December 15, 2030 and convert to a variable rate of three-month SOFR plus 4.24% with payments due quarterly.

On March 12, 2026, the Company issued $20.0 million of subordinated notes due March 15, 2036. The notes become redeemable on March 15, 2031. Interest payments are due on June 15 and December 15 of each year at a fixed rate of 7.50% through March 15, 2031 and convert to a variable rate of three-month SOFR plus 4.15% with payments due quarterly.

As of March 31, 2026, maturities of subordinated debt were as follows (dollars in thousands):


2034	$	25,000
2035	70,000
2036	20,000
Total	115,000
Less unamortized deferred costs	3,128
Total maturities, net unamortized deferred costs	$	111,872

Note 10 — Issuance of Preferred Stock

On December 30, 2021, the Company issued $25.0 million of 7.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”), no par value, with a liquidation preference of $1,000 per share. When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual initial coupon rate of 7.25%, payable quarterly, in arrears. After the fixed rate period, which ends December 30, 2026, dividends, if declared, are payable at a variable rate equal to the three-month SOFR plus 7.00%, reset and payable quarterly, in arrears.

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Northpointe Bancshares, Inc.

Note 10 — Issuance of Preferred Stock (continued)

On December 29, 2020, the Company issued $95.0 million of 8.25% Fixed-to-Floating Rate Non- Cumulative Perpetual Preferred Stock, Series A, no par value, with a liquidation preference of $1,000 per share (“Series A Preferred Stock”). When, as, and if declared by the board of directors of the Company, dividends will be payable at an annual initial coupon rate of 8.25%, payable quarterly, in arrears. After the fixed rate period, which would have ended December 30, 2025, dividends, if declared, would be payable at a variable rate equal to the three-month SOFR plus 7.99%, reset and payable quarterly, in arrears.

The cash raised by the Company through these issuances of preferred stock was used as a source of capital for the Bank’s organic growth and general corporate matters. During 2024, the Company redeemed 13,000 shares of the Series A Preferred Stock for $11.6 million. On March 31, 2025, the Company redeemed an additional 5,000 shares of the Series A Preferred Stock for $4.9 million. On December 30, 2025, the Company redeemed the remaining 77,000 shares of Series A Preferred Stock for $77.0 million.

Note 11 — Off-balance-sheet Activities

Credit-related Financial Instruments

The Company is a party to credit-related financial instruments with off-balance-sheet risk in the ordinary course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At March 31, 2026 and December 31, 2025, the following financial instruments were outstanding whose contract amounts represent credit risk (dollars in thousands):


	Contract Amount
	March 31, 2026		December 31, 2025
Commitments to grant loans	$	4,534,843	$	4,161,523
Unfunded commitments under lines of credit	396,099		371,034

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

The Company is required to consider expected credit losses associated with unfunded commitments. Any allowance for unfunded commitment credit exposure is reported in other liabilities on the consolidated balance sheets and is increased or decreased through the provision (benefit) for credit losses on the consolidated statement of income. The calculated allowance for unfunded commitments was $354,000 as of March 31, 2026 and $330,000 as of December 31, 2025.

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Northpointe Bancshares, Inc.

Note 11 — Off-balance-sheet Activities (continued)

Collateral Requirements

To reduce credit risk related to the use of credit-related financial instruments, the Company might deem it necessary to obtain collateral. The amount and nature of the collateral obtained are based on the Company’s credit evaluation of the customer. Collateral held varies but may include cash, securities, accounts receivable, inventory, property, plant, and equipment, and real estate.

If the counterparty does not have the right and ability to redeem the collateral or the Company is permitted to sell or re-pledge the collateral on short notice, the Company records the collateral in its consolidated balance sheet at fair value with a corresponding obligation to return it.

Legal Contingencies

Various legal claims also arise from time to time in the ordinary course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements.

Note 12 — Employee Benefits

The Company sponsors a 401(K) plan which is available to all employees, on the first of the month following 90 days of employment. Participants in the plan have the option to contribute from 0% to 100% of their annual compensation, up to the IRS allowable limits. FICA taxes must be paid based on total compensation. The Company matches 60% of participant contributions up to 7% of gross pay. The Company’s matching contributions were $511,000 and $372,000 for the three months ended March 31, 2026 and 2025, respectively. Participants are immediately 100% vested in salary and rollover contributions and any income or loss thereon. Vesting in the matching contributions is based on years of service. Participants vest in contributions made by the Company 20% after one year of service and another 20% per year until they become fully vested after five years of service. If a participant is not fully vested on their termination date, the non-vested amount is forfeited. Forfeitures are used to reduce company contributions and/or to pay administrative expenses of the plan.

The Company has a self-insured medical insurance plan covering all of its eligible employees. The Company’s individual excess risk benefit level per employee was $185,000 (with no aggregate exposure limitation) at March 31, 2026. Losses in excess of the limitation are covered by reinsurance. Amounts expensed by the Company under the plan were approximately $1.4 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively. These expenses were recorded in salaries and employee benefits on the consolidated statement of income. The Company recorded an accrual of approximately $537,000 and $389,000 at March 31, 2026 and December 31, 2025, respectively, for known claims and estimated claims incurred but not reported, reported in other liabilities on the consolidated balance sheets.

Note 13 — Stock Compensation Plans

The Company has utilized three share based compensation plans, which are described below. The stock option plan and stock appreciation rights plan are both legacy plans which the Company has not, and does not intend to, issue any new shares under following its 2024 issuance.

The Company has a stock option plan for its non-employee directors, executive officers and certain employees under which options may be granted at not less than the fair value of the underlying stock on the date of the grant. These options are subject to a vesting schedule under which one-third vests at each anniversary date of the grant. Under the stock option plan, the Company may grant options to its directors for up to 500,000 shares of common stock and up to 1,000,000 shares of common stock to its executive officers and certain employees. No stock option expense was recorded for the three months ended March 31, 2026 and 2025.

All options granted expire within 10 years of the date of grant, subject to certain cancellation provisions related to an individual’s affiliation with the Company.

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Northpointe Bancshares, Inc.

Note 13 — Stock Compensation Plans (continued)

The calculated value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted average assumptions. Expected volatilities are based on similar volatilities of comparable banks. The Company uses comparable bank data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The last of the options issued under this plan were exercised during year ended December 31, 2025. There were no stock option grants in the three months ended March 31, 2026 or 2025.

There were 9,000 options exercised during the three months ended March 31, 2025 at an exercise price of $1.50 per share. The total intrinsic value of the options exercised during the three months ended March 31, 2025 was approximately $116,000.

As of March 31, 2026 and 2025, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan.

The Company also has a stock appreciation rights plan for executive officers and certain employees. Stock appreciation rights are primarily granted with a price equal to the market value of common stock on the date of the grant. These awards generally have a five year vesting schedule but may vest early in accordance with accelerated vesting provisions. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock. For periods prior to the Company’s initial public offering, the Bank utilized a third party valuation service for the measurement of fair value of the Company’s stock price as provided for in the Employee Stock Ownership Plan Report.

A summary of stock appreciation right awards for the three months ended March 31, 2026 is as follows:


Stock Appreciation Right Awards	Number of Shares	Weighted Average Exercise Price
Non-vested at January 1, 2026	390,000	$	11.85
Granted	—	—
Exercised	—	—
Forfeited or expired	—	—
Outstanding at March 31, 2026	390,000	$	11.85

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Northpointe Bancshares, Inc.

Note 13 — Stock Compensation Plans (continued)

The Company also has a restricted stock award plan which was implemented during 2024, with 4,000,000 shares initially authorized under the plan. Restricted stock awards generally have vesting periods of three years with vesting at the rate of one-third each year. Restricted stock awards granted to the Company’s Chief Executive Officer in connection with the Company’s initial public offering were assigned a five year vesting period. Restricted stock awards have no other performance conditions required for vesting.

A summary of changes in the Company’s nonvested restricted stock awards for the three months ended March 31, 2026 follows (dollars in thousands for aggregate intrinsic value):


Nonvested Stock Awards	Number of Shares	Weighted Average Grant-Date Fair Value
Outstanding at January 1, 2026	766,690	$14.21
Granted	—	—
Vested	—	—
Forfeited	—	—
Outstanding at March 31, 2026	766,690	$14.21

Compensation cost related to restricted stock awards totaled $1.2 million for the three months ended March 31, 2026 and $1.3 million for the three months ended March 31, 2025.

As of March 31, 2026, there was $8.6 million of total remaining compensation cost related to nonvested restricted stock awards granted under the Company’s stock-based compensation plans. The cost is expected to be recognized over a weighted-average period of 1.5 years. There was no vesting of restricted stock awards during the three months ended March 31, 2026 or 2025.

Note 14 — Income Taxes

The components of the income tax provision are detailed as follows for the dates indicated (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Current income tax expense
Federal	$	6,080	$	5,134
State	906		765
Total current income tax expense	6,986		5,899
Deferred tax expense
Federal	251		(480)
State	37		(71)
Total deferred income tax expense	288		(551)
Total income tax expense	$	7,274	$	5,348

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Northpointe Bancshares, Inc.

Note 14 — Income Taxes (Continued)

A reconciliation of taxes on income from the statutory income tax rate to income tax expense is as follows for the periods indicated (dollars in thousands):


	Three Months Ended March 31,
	2026				2025
	Amount		Percent		Amount		Percent
Income tax expense, computed at federal statutory rate of pretax income	$	6,180	21.00	%	$	4,745	21.00	%
State and local income taxes	910		3.09	%	584		2.58	%
Effect of nontaxable income and nondeductible expenses	184		0.63	%	18		0.08	%
Other	—		—	%	1		0.02	%
Total income tax expense	$	7,274	24.72	%	$	5,348	23.68	%

Income taxes paid were as follows for the periods indicated (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
	Amount		Amount
Federal	$	—	$	—
State and local
Virginia	90		—
Pennsylvania	40		11
Ohio	38		34
Massachusetts	32		16
California	28		—
New York	23		7
Minnesota	16		6
Connecticut	—		19
All other states	23		—
Total income taxes paid	$	290	$	93

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Northpointe Bancshares, Inc.

Note 14 — Income Taxes (Continued)

Deferred tax assets and liabilities consisted of the following as of period end (dollars in thousands):


	March 31, 2026		December 31, 2025
Allowance for credit losses	$	2,340	$	2,518
Accrued expenses and other reserve accounts	1,868		1,802
Nonaccrual loan interest	910		846
Stock compensation	829		509
Other real estate owned valuation	73		31
Unrealized loss on debt securities available for sale	10		45
Other deferred tax assets	70		76
Total deferred tax assets	6,100		5,827
Mortgage servicing rights	4,885		4,030
Fixed assets	3,216		3,273

Goodwill and intangibles	442		472
Deferred loan costs/fees	1,596		1,732
Other deferred tax liabilities	71		106
Total deferred tax liabilities	10,210		9,613
Net deferred tax liability	$	(4,110)	$	(3,786)

The Company and its subsidiaries file consolidated tax returns. The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. Deferred tax assets are included in other assets in the consolidated balance sheets and deferred tax liabilities are included in other liabilities in the consolidated balance sheets.

Uncertain tax positions are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than- not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. There were no uncertain tax positions recognized at March 31, 2026 and December 31, 2025.

With a few exceptions, the Company is no longer subject to U.S. federal tax examinations by tax authorities for years before 2023, and state and local income tax examinations by tax authorities for years before 2023. For federal tax purposes, the Company recognizes interest and penalties on income taxes as a component of income tax expense.

On July 4, 2025, the President signed H.R. 1, the “One Big Beautiful Bill Act,” into law. The legislation includes several changes to federal tax law that generally allow for more favorable deductibility of certain business expenses beginning in 2025, including the restoration of immediate expensing of domestic R&D expenditures, reinstatement of 100% bonus depreciation, and more favorable rules for determining the limitation on business interest expense. These changes did not have a material impact on the Company’s federal income tax expense or liability for the year ended December 31, 2025 or for the three months ended March 31, 2026. The Company does not expect these changes to have a material impact on future periods.

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Northpointe Bancshares, Inc.

Note 15 — Minimum Regulatory Capital Requirements

The Company and Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Company and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under U.S. GAAP, regulatory reporting requirements and regulatory capital standards. The Company and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Furthermore, the Company and Bank’s regulators could require adjustments to regulatory capital not reflected in the consolidated financial statements.

Quantitative measures established by regulatory capital standards to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital (as defined), and common equity Tier 1 capital (as defined) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average total assets (as defined). Additionally, to make distributions or discretionary bonus payments, the Company and Bank must maintain a capital conservation buffer of 2.5% of risk-weighted assets.

Management believes that the Company and the Bank met all capital adequacy requirements to which it is subject at March 31, 2026 and December 31, 2025. As of the latest balance sheet date, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the institution’s category.


As of March 31, 2026 (dollars in thousands)	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
CET1 (to risk weighted assets)
Consolidated	$	564,073	8.97	%	$	282,892	4.50	%	N/A		N/A
Northpointe Bank	684,674		10.89	%	282,882		4.50	%	$	408,608	6.50	%
Tier 1 Capital (to risk weighted assets)
Consolidated	594,052		9.45	%	377,189		6.00	%	N/A		N/A
Northpointe Bank	684,674		10.89	%	377,176		6.00	%	502,902		8.00	%
Total Capital (to risk weighted assets)
Consolidated	719,136		11.44	%	502,919		8.00	%	N/A		N/A
Northpointe Bank	694,758		11.05	%	502,902		8.00	%	628,627		10.00	%
Tier 1 capital (to average assets)
Consolidated	594,052		9.45	%	280,835		4.00	%	N/A		N/A
Northpointe Bank	684,674		10.89	%	280,823		4.00	%	351,029		5.00	%

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Northpointe Bancshares, Inc.

Note 15 — Minimum Regulatory Capital Requirements (continued)


As of December 31, 2025 (dollars in thousands)	Actual				For Capital Adequacy Purposes				To be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount	Ratio
CET1 (to risk weighted assets)
Consolidated	$	544,988	9.21	%	$	266,226	4.50	%	N/A	N/A
Northpointe Bank	663,255		11.21	%	266,213		4.50	%	384,530	6.50	%
Tier 1 Capital (to risk weighted assets)
Consolidated	574,967		9.72	%	354,968		6.00	%	N/A	N/A
Northpointe Bank	663,255		11.21	%	354,951		6.00	%	473,268	8.00	%
Total Capital (to risk weighted assets)
Consolidated	678,300		11.47	%	473,290		8.00	%	N/A	N/A
Northpointe Bank	671,588		11.35	%	473,268		8.00	%	591,585	10.00	%
Tier 1 capital (to average assets)
Consolidated	574,967		8.24	%	279,168		4.00	%	N/A	N/A
Northpointe Bank	663,255		9.50	%	279,158		4.00	%	348,947	5.00	%

Note 16 — Restrictions on Dividends, Loans, and Advances

Banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Company. The total amount of dividends which may be paid at any date is generally limited to the retained earnings of the Bank. However, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum standards without prior approval from the bank regulators.

Note 17 — Fair Value Measurements

Accounting standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that we have the ability to access as of the measurement date.

Level 2: Valuation is based upon significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

Level 3: Valuation is based upon significant unobservable inputs that reflect our own conclusions about the assumptions that market participants would use in pricing an asset or liability.

In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.

The Company records the fair values of financial assets and liabilities on a recurring and non-recurring basis using the following methods and assumptions:

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

Equity Securities

Equity securities with readily determinable fair value are reported at fair value. Fair value for these investments is primarily determined using a quoted price in an active market or exchange (Level 1).

Available for Sale Debt Securities

Where quoted market prices are available in an active market, securities are classified as Level 1 of the valuation hierarchy. The Company does not currently have any Level 1 debt securities. If quoted prices are not available, fair values can be estimated using (1) quoted market prices of securities with similar characteristics, (2) matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices, or (3) a discounted cash flow analysis whose significant fair value inputs can generally be verified and do not typically involve judgment by management. Included in the Company’s available for sale debt securities are corporate bonds which are classified as Level 2 assets. The valuation of these corporate bonds is determined using third-party quoted market prices of securities with similar characteristics.

Loans

Certain loans held for sale and HFI are measured at fair value on a recurring basis due to the Company’s election to adopt fair value accounting treatment for those loans originated for which the Company has entered into certain derivative financial instruments as part of its mortgage banking and related risk management activities. These instruments include interest rate lock commitments and mandatory forward commitments to sell these loans to investors known as forward mortgage-backed securities trades. This election allows for a more effective offset of the changes in fair values of the assets and the mortgage related derivative instruments used to economically hedge them without the burden of complying with the requirements for hedge accounting under ASC 815, Derivatives and Hedging. Mortgage loans held for sale, for which the fair value option was elected, are valued using a market approach by utilizing either: (i) the fair value of securities backed by similar mortgage loans, adjusted for certain factors to approximate the fair value of a whole mortgage loan, including the value attributable to mortgage servicing and credit risk, (ii) current commitments to purchase loans or (iii) recent observable market trades for similar loans, adjusted to credit risk and other individual loan characteristics. As these prices are derived from market observable inputs, the Company classifies these valuations as Level 2 in the fair value disclosures. For mortgage loans held for sale for which the fair value option was elected, the earned current contractual interest payment is recognized in interest income, loan origination costs and fees on fair value option loans are recognized in earnings as incurred and not deferred. The Company has no continuing involvement in any residential mortgage loans sold.

Loans HFI that are measured at fair value are those that initially were intended for sale and then transferred to portfolio. At March 31, 2026, these loans had an aggregate unpaid principal balance of $198.7 million and aggregate fair value of $173.9 million. At December 31, 2025, these loans had an aggregate unpaid principal balance of $202.6 million and aggregate fair value of $178.6 million.

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

At March 31, 2026 and December 31, 2025, the fair value option was applied to loans that had been transferred from held for sale to portfolio and also to mortgage loans held for sale. The fair value adjustments are reflected in net gain on sale of loans on the Company’s consolidated statements of income.

The table below shows the income statement impact for these fair value adjustments for the three months ended March 31, 2026 and 2025:


(dollars in thousands)	For the Three Months Ended March 31,
	2026		2025
Loans	$	(886)	$	2,919
Loans held for sale	(2,611)		1,810

Loans reported at fair value which were over 90 days past due amounted to $1.5 million and $1.6 million in unpaid principal balance with a fair values of $1.3 million and $1.4 million as of March 31, 2026 and December 31, 2025, respectively. The accrual of interest on loans is discontinued at the time the loan is delinquent (120 days for mortgages). Non-accrual loans reported at fair value amounted to $12.0 million in unpaid principal balance and $9.8 million in fair value as of March 31, 2026. Non-accrual loans reported at fair value amounted to $11.1 million in unpaid principal balance and $9.1 million in fair value as of December 31, 2025.

Interest Rate Lock Commitments

The estimated fair values of interest rate lock commitments utilize current secondary market prices for underlying loans and estimated servicing value with similar coupons, maturity and credit quality, subject to the anticipated loan funding probability (pull-through rate). The fair value of interest rate lock commitments is subject to change primarily due to changes in interest rates and the estimated pull-through rate. Given the significant and unobservable nature of the pull-through factor, interest rate lock commitments are classified as Level 3.

Forward Sales Commitments

Forward mortgage-backed securities trades are exchange-traded or traded within highly active dealer markets. In order to determine the fair value of these instruments, the Company utilized the exchange price or dealer market price for the particular derivative contract; therefore these contracts are classified as Level 2. The estimated fair values are subject to change primarily due to changes in interest rates.

Mortgage Service Rights

MSRs are carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, servicing costs, and other factors. As such, MSRs are considered Level 3.

Lender Risk Account

The Company’s Lender risk account is carried at fair value. Fair value is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, and other factors. As such, the lender risk account is considered Level 3.

Collateral Dependent Loans and Other Real Estate Owned

The fair value of collateral for collateral dependent loans and other real estate owned is generally based upon recent real estate appraisals, less costs to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and the income approach. As such, the fair values of collateral dependent loans and other real estate owned are classified as Level 3.

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

The following tables present information about the Company’s assets measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025 and the valuation techniques used by the Company to determine those fair values (dollars in thousands):


	Fair Value on a Recurring Basis at March 31, 2026
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial Assets:
Equity securities	$	1,339	$	—	$	—	$	1,339
Available for sale debt securities	—		4,884		—		4,884
Mortgage banking assets:
Loans held for sale	—		297,243		—		297,243
Loans held for investment	—		173,852		—		173,852
Interest rate lock commitments	—		—		4,109		4,109
Forward sales commitments	—		2,227		—		2,227
Mortgage servicing rights	—		—		20,608		20,608
Lender risk account	—		—		29,569		29,569
Total	$	1,339	$	478,206	$	54,286	$	533,831
Financial Liabilities:
Interest rate lock commitments	—		—		168		168
Forward sales commitments	—		197		—		197
Total	$	—	$	197	$	168	$	365


	Fair Value on a Recurring Basis at December 31, 2025
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Financial Assets:
Equity securities	$	1,347	$	—	$	—	$	1,347
Available for sale debt securities	—		4,738		—		4,738
Mortgage banking assets:
Loans held for sale	—		309,213		—		309,213
Loans held for investment	—		178,578		—		178,578
Interest rate lock commitments	—		—		2,712		2,712
Forward sales commitments	—		52		—		52
Mortgage servicing rights	—		—		17,048		17,048
Lender risk account	—		—		30,446		30,446
Total	$	1,347	$	492,581	$	50,206	$	544,134
Financial Liabilities:
Interest rate lock commitments	—		—		6		6
Forward sales commitments	—		590		—		590
Total	$	—	$	590	$	6	$	596

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

The Company’s policy is to recognize transfers in and transfers out of Level 1, 2, and 3 fair value classifications as of the actual date of the event of change in circumstances that caused the transfer. On June 30, 2025, the Company transferred debt securities available for sale from Level 3 to Level 2 of the fair value hierarchy. As a result, debt securities totaling $8.8 million (based on fair value) were reclassified from Level 3 to Level 2 as of June 30, 2025. These securities were previously classified as Level 3, but were moved to Level 2 after further review. The move from Level 3 to Level 2 did not impact the fair value measurement, only the classification of input used to determine that fair value.

Changes in mortgage servicing rights as well as the related weighted average unobservable inputs are included in Note 5.

The following table presents a reconciliation of the Level 3 available for sale debt securities measured at fair value on a recurring basis for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	For the Three Months Ended March 31,
	2026		2025
Balance at beginning of period	$	—	$	8,032



Unrealized	—		379

Balance at end of period	$	—	$	8,411

The following table presents a reconciliation of the Level 3 interest rate lock commitments measured at fair value on a recurring basis for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	For the Three Months Ended March 31,
	2026		2025
Balance at beginning of period	$	2,706	$	2,047
Change in fair value	1,235		2,503
Balance at end of period	$	3,941	$	4,550

The following is a summary of the key unobservable inputs used in the valuation of the Level 3 interest rate lock commitments:


	March 31,
	2026		2025
Pull-through rate	94.5	%	82.2	%

The following table presents a reconciliation of the Level 3 lender risk account measured at fair value on a recurring basis for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	For the Three Months Ended March 31,
	2026		2025
Beginning of period	$	30,446	$	28,436
Due to loan sales	324		400
Releases and claims paid to the Company	(893)		(628)
Change in fair value recognized in gain on sale of loans	(308)		829
End of period	$	29,569	$	29,037

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

Both observable and unobservable inputs may be used to determine the fair value of the lender risk account, which is classified as a Level 3 asset. As a result, the unrealized gains for these assets presented in the tables above may include changes in fair value that were attributable to both observable and unobservable inputs.

The Company estimates the fair value of the lender risk account using management’s best estimate of key assumptions. These assumptions include prepayment rates, discount rates, and projected annual losses on unpaid principal of the sold loan portfolio. The weighted average of unobservable inputs for these valuation assumptions is as follows as of the dates indicated (dollars in thousands):


	Fair Value		Valuation Technique	Unobservable Inputs	Range of Inputs		Weighted Average
Assets:
March 31, 2026
Lender Risk Account	$	29,569	Present value of	Credit losses	—% - 0.22%		0.08	%
			cash flows	Prepayment rates	16.20	%	16.20	%
				Discount rates	5.23% - 6.81%		6.04	%
December 31, 2025
Lender Risk Account	$	30,446	Present value of	Credit losses	—% - 0.17%		0.05	%
			cash flows	Prepayment rates	17.43	%	17.43	%
				Discount rates	5.05% - 6.57%		5.80	%

The Company also has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include individually evaluated loans and other real estate which are periodically reviewed for impairment and measured at fair value if the fair value of the asset is below the recorded book value. The Company has estimated the fair values of these assets based primarily on Level 3 inputs as described above.

The following asset classes were measured at fair value on the accompanying consolidated balance sheets as of the dates indicated due to declines in the fair value. Certain individually evaluated loans and other real estate carried at original cost, which exceeds fair value, have been omitted from the disclosure below (dollars in thousands):


	Assets Measured at Fair Value on a Nonrecurring Basis at March 31, 2026
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Balance at March 31, 2026
Individually evaluated loans	—	—	$	2,044	$	2,044
Other real estate owned	—	—	1,759		1,759


	Assets Measured at Fair Value on a Nonrecurring Basis at December 31, 2025
	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Balance at December 31, 2025
Individually evaluated loans	—	—	$	3,345	$	3,345
Other real estate owned	—	—	991		991

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Northpointe Bancshares, Inc.

Note 17 — Fair Value Measurements (continued)

The following presents estimated fair values of the Company’s financial instruments, not previously presented, and the level within the fair value hierarchy in which fair value measurements falls as of the dates indicated (dollars in thousands):


	March 31, 2026
	Fair Value Hierarchy	Carrying Value		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	487,617	$	487,617


FHLB stock	Level 2	80,109		80,109

Loans, net	Level 2	6,225,601		6,187,395
Interest receivable	Level 2	25,613		25,613
Total		6,818,940		6,780,734
Financial Liabilities:
Deposits	Level 2	5,001,417		4,992,446
Borrowings	Level 2	1,631,496		1,628,614
Subordinated debentures	Level 2	111,872		111,872
Subordinated debentures issued through trusts	Level 2	5,000		5,000
Interest payable	Level 2	16,628		16,628
Total		6,766,413		6,754,560


	December 31, 2025
	Fair Value Hierarchy	Carrying Value		Fair Value
Financial Assets:
Cash and cash equivalents	Level 1	$	496,459	$	496,459


FHLB stock	Level 2	80,109		80,109

Loans, net	Level 2	5,829,169		5,791,584
Interest receivable	Level 2	28,353		28,353
Total		6,434,090		6,396,505
Financial Liabilities:
Deposits	Level 2	4,869,667		4,858,176
Borrowings	Level 2	1,439,500		1,426,415
Subordinated debentures	Level 2	91,915		91,915
Subordinated debentures issued through trusts	Level 2	5,000		5,000
Interest payable	Level 2	16,628		16,628
Total		6,422,710		6,398,134

Note 18 — Related Parties

There was no loan activity with principal officers, directors, and their affiliates during the three months ended March 31, 2026 and no outstanding loan balances at March 31, 2026 or December 31, 2025.

Deposits from principal officers, directors, and their affiliates were $9.5 million at March 31, 2026 and $5.9 million at December 31, 2025.

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Northpointe Bancshares, Inc.

Note 19 — Earnings Per Share

The following table presents the computation of basic and diluted earnings per share for the periods presented below (dollars in thousands):


	For the Three Months Ended March 31,
	2026		2025
Earnings per common share:
Net income	$	22,154	$	17,247
Preferred stock dividends	453		2,206
Net income available to common stockholders	$	21,701	$	15,041
Weighted average common shares	34,702,246		29,871,001
Basic earnings per common share	$	0.63	$	0.50
Dilutive earnings per common share:
Net income available to common stockholders	$	21,701	$	15,041
Weighted average common shares	34,702,246		29,871,001
Effect of dilutive shares	558,560		577,847
Weighted average dilutive common shares	35,260,806		30,448,848
Dilutive earnings per common share	$	0.62	$	0.49

Note 20 — Segment Information

Our reportable segments are Retail Banking and MPP, which have been determined based on management’s focus and internal reporting structure. The MPP segment provides a collateralized mortgage purchase facility marketed to independent mortgage bankers nationwide. The Retail Banking segment provides a vast array of financial products and services to consumers nationwide. These include residential mortgages, AIO equity loans, other consumer loans, and loan servicing, as well as various types of deposit products, including checking, savings and time deposit accounts. The residential mortgage loans we originate are directly originated within our branch network or from our consumer direct business, and are typically underwritten to agency and/or third-party standards, and either sold (servicing retained or released) or held on our balance sheet.

Net interest income in each segment reflects our internal funds transfer pricing (“FTP”) methodology, which is designed to capture interest rate and liquidity risk. Under our methodology, average assets, net of deposits, receive a funding charge based on market interest rates of similar duration liabilities. MPP receives an FTP charge and the residual gain is retained within Retail Banking.

Provision (benefit) for credit losses is allocated to MPP based on the cumulative expected loss rate from the Company’s allowance for credit loss process and applied to any change in period end loan balances.

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Northpointe Bancshares, Inc.

Note 20 — Segment Information (continued)

Financial results are presented, to the extent possible, as if each business operated on a standalone basis, and includes expense allocations for corporate overhead services used by the business segments. Shared corporate overhead expenses reside in Retail Banking but are allocated back to MPP through our expense allocation based on occupancy rates and percentage of time spent supporting the segment.

Results of the Company’s operating segments are regularly reviewed by the Company’s Chief Operating Decision Maker (the “CODM”), the Company’s Chief Executive Officer. More specifically, the CODM analyzes quarterly financial results, including net income, to assess performance and allocate resources. However, the CODM may use other metrics and ad hoc reports on a limited purpose basis as needed.

In evaluating segment performance, the Company primarily evaluates total revenues (net interest income plus noninterest income) and net income before preferred dividends.

The following tables present the operating segment results for the periods presented below (dollars in thousands):


(Dollars in thousands)	As of or for the Three Months Ended March 31,
	2026						2025
	Retail Banking		MPP		Total		Retail Banking		MPP		Total
Interest income	$	45,706	$	55,797	$	101,503	$	47,462	$	31,688	$	79,150
Interest expense	(60,230)		—		(60,230)		(48,761)		—		(48,761)
Funds transfer pricing	34,448		(34,448)		—		20,767		(20,767)		—
Net interest income	19,924		21,349		41,273		19,468		10,921		30,389
Provision (benefit) for credit losses	(619)		174		(445)		992		303		1,295
Net income after provision	20,543		21,175		41,718		18,476		10,618		29,094
Noninterest income (1)	20,175		1,970		22,145		21,732		1,141		22,873
Salaries and employee benefits	(21,625)		(2,728)		(24,353)		(18,931)		(1,512)		(20,443)
Occupancy and equipment	(802)		(18)		(820)		(950)		(22)		(972)
Other noninterest expense (2)	(9,115)		(147)		(9,262)		(7,844)		(113)		(7,957)
Noninterest expense	(31,542)		(2,893)		(34,435)		(27,725)		(1,647)		(29,372)
Expense allocation (3)	1,487		(1,487)		—		1,153		(1,153)		—
Net income before taxes	10,663		18,765		29,428		13,636		8,959		22,595
Income tax expense	(2,635)		(4,639)		(7,274)		(3,227)		(2,121)		(5,348)
Net income before preferred dividends	$	8,028	$	14,126	$	22,154	$	10,409	$	6,838	$	17,247
Average balance sheet assets	$	3,588,850	$	3,433,060	$	7,021,910	$	3,551,982	$	1,795,920	$	5,347,902
Period end assets	$	3,535,214	$	3,860,663	$	7,395,877	$	3,391,443	$	2,468,212	$	5,859,655

(1) Noninterest income for MPP only includes MPP related fees. All other noninterest income is reflected in Retail Banking.

(2) Includes data processing, professional services, office supplies and other miscellaneous expenses.

(3) Reflects corporate overhead expense allocations used by both business segments; primarily consisting of corporate administration, finance, technology, human resources, risk, marketing and occupancy related allocations.

Northpointe Bancshares, Inc.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following section presents additional information and highlights significant changes in the financial condition of Northpointe Bancshares, Inc. (the “Company”) and our wholly owned subsidiary, Northpointe Bank (the “Bank”), from December 31, 2025 through March 31, 2026, and on our results of operations for the three months ended March 31, 2026 and 2025. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risk, uncertainties and assumptions. Certain risks, uncertainties and other factors, including but not limited to those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from those projected in the forward looking statements. We assume no obligation to update any of these forward-looking statements.

Business Overview

We are a bank holding company headquartered in Grand Rapids, Michigan. Our common stock is traded on the New York Stock Exchange under the ticker symbol NPB. Through our Bank, we focus on (1) providing a best-in-class platform for independent mortgage bankers nationwide to utilize as an alternative to traditional mortgage warehouse lending (we refer to this business as our Mortgage Purchase Program, or “MPP”) and (2) offering attractive products and services to our residential mortgage and digital banking retail customers.

Our residential lending business provides a comprehensive range of financing options nationwide through two main channels: consumer direct and traditional retail. We are a nationwide mortgage lender, with 122 mortgage originators across 25 states. These channels combine the convenience of online, self-service platforms with the personalized service of an experienced residential mortgage loan officer. Both residential mortgage loan origination channels are supported by our proprietary point-of-service digital platform that streamlines the loan application and closing processes. Our consumer direct and traditional retail channels primarily originate mortgage loans which are saleable through an end investor. In addition, our traditional retail channel selectively originates first-lien home equity lines which are tied seamlessly to a demand deposit sweep account (we refer to the loans we originate as “All-in-One” or “AIO” loans). We have one bank branch located in Grand Rapids, Michigan and physical loan production offices located in 24 cities in 15 states across the country, which are supported by our centralized operations and back-office support teams based in Grand Rapids, Michigan.

Our results of operations are driven by a combination of net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities, as well as fee income from a variety of sources. Key components of noninterest income include gains from the sale loans, loan servicing fees, MPP fees, service charges from our deposit services, and other fees. Our principal operating expense, aside from interest expense, consists of salaries and employee benefits, including commissions paid to loan originators, occupancy and equipment costs, data processing expense, professional fees, and provisions for credit losses. Our income is affected by regulatory, economic, and competitive factors that influence interest rates, residential loan demand and deposits costs. In addition, we are subject to interest rate risk to the degree that our interest-earnings assets mature or reprice at different times or at different speeds than our interest-bearing liabilities.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions and complex judgments that affect amounts presented in our consolidated financial statements. These estimates, assumptions and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments.

Our accounting and reporting policies are in accordance with GAAP and conform to general practices within the banking industry. Accounting and reporting policies for the allowance for credit losses (“ACL”), the lender risk account (“LRA”) for loans we have sold to the Federal Home Loan Bank of Indianapolis (“FHLB”), and the capitalized mortgage loan servicing

Northpointe Bancshares, Inc.

rights (“MSR”) are deemed critical since they involve the use of estimates and require significant management judgments. Application of assumptions different than those that we have used could result in material changes in our financial position or results of operations.

Our methodology for determining the ACL and related provision for credit losses is described later in this section under “Provision for Credit Losses” and “Loan Portfolio”. In particular, this area of accounting requires a significant amount of judgment because a multitude of factors can influence the ultimate collection of a loan or other type of credit. It is extremely difficult to precisely measure the amount of expected credit losses in our loans held for investment (“HFI”) portfolio. We use a rigorous process to attempt to estimate the necessary ACL and related provision for credit losses, but there can be no assurance that our modeling process will successfully identify all of the expected credit losses in our loan portfolio. The assumptions around establishing reasonable and supportable economic forecasts are particularly subjective. We believe the assumptions we utilize in estimating our ACL are reasonable based upon accepted industry practices and represent neither the most conservative nor aggressive assumptions.

We have established an LRA for loans sold to the FHLB. The LRA is initially funded through a reduction in the purchase price of 1.20% of the loan balance, maintained by the FHLB and is used to offset credit losses over the life of the loans sold to the FHLB. If the LRA has not been depleted by losses, funds are returned to the Company over time, beginning after five years and continuing through 25 years. We carry the asset at estimated fair value. The fair value of the LRA is determined based on a valuation model used by an independent third party, which is determined using an income approach with various assumptions including expected cash flows, market discount rates, prepayment speeds, expected loss rates and other factors. These assumptions are particularly subjective and can have a material effect on the estimated LRA balance and income. We believe the assumptions that we utilize in estimating fair value are reasonable based upon accepted industry practices and represent neither the most conservative nor aggressive assumptions.

We establish MSR assets when we sell loans with servicing retained and when we purchase mortgage servicing. MSRs are measured at fair value, with new capitalization reported in net gain on sale of loans and any subsequent changes reported in loan serving fees. The fair value of our MSRs are determined based on a valuation model used by an independent third party. There are several critical assumptions involved in establishing the value of this asset including estimated future prepayment speeds on the underlying mortgage loans, the interest rate used to discount the net cash flows from the mortgage loan servicing, the estimated amount of ancillary income that will be received in the future (such as late fees) and the estimated cost to service the mortgage loans. These assumptions are particularly subjective and can have a material effect on the estimated MSR balances and income. We believe the assumptions that we utilize in our valuation are reasonable based upon accepted industry practices for valuing mortgage loan servicing rights and represent neither the most conservative nor aggressive assumptions.

Emerging Growth Company

Pursuant to the JOBS Act, as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected to take advantage of the extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we may adopt the standard on the application date for private companies. We have elected to take advantage of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

Recent Developments

On December 9, 2025, we issued $70.0 million in aggregate principal amount of our 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035. The proceeds of this issue, along with cash reserves, was used to redeem the remaining $77.0 million of our 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock (“Series A”) on December 30, 2025. We elected to redeem the Series A preferred stock because its interest rate was scheduled to reset to a higher rate on January 2, 2026. Preferred stock dividends and related costs for the year ended December 31, 2025 included $3.2 million in unamortized deal issuance costs related to the redemption of the Series A preferred stock, and a special one-time dividend of $2.50 per share paid on June 30, 2025 on our Series A preferred stock and our 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (“Series B”).

Northpointe Bancshares, Inc.

More detail on our subordinated notes and preferred stock is provided in Note 9 and Note 10, respectively, in our Notes to Consolidated Financial Statements.

On July 4, 2025, “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14,” more commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law. OBBBA enacted broad changes to the domestic and international taxation arena by extending many expiring Tax Cuts and Jobs Act tax provisions among other individual and business tax relief measures, along with funding national defense and border security, cutting certain federal spending programs, phasing out certain renewable energy credits created by the Inflation Reduction Act, and raising the national debt ceiling, among other things. These changes did not have a material impact on our federal income tax expense or liability for the year ended December 31, 2025 or for the three months ended March 31, 2026. We do not expect these changes to have a material impact on future periods.

Highlights of the First Quarter of 2026

•Net income available to common stockholders was $21.7 million for the three months ended March 31, 2026, an increase of $6.7 million, or 44.3%, from $15.0 million for the three months ended March 31, 2025.

•Earnings per diluted common share was $0.62 for the three months ended March 31, 2026, as compared to $0.49 for the three months ended March 31, 2025.

•Net interest income before provision for credit losses was $41.3 million for the three months ended March 31, 2026, an increase of $10.9 million, or 35.8%, from the three months ended March 31, 2025, reflecting strong growth in MPP and AIO loans and a 7 basis point increase in net interest margin.

•Noninterest income was $22.1 million for the three months ended March 31, 2026, an increase of $728,000 from the three months ended March 31, 2025.

•Noninterest expense was $34.4 million for the three months ended March 31, 2026, an increase of $5.1 million from the three months ended March 31, 2025, driven primarily by higher incentive compensation expense consistent with the improvement in financial performance.

•Continued to grow the balance sheet, including:

◦MPP balances increased by $435.7 million at March 31, 2026 compared to December 31, 2025.

◦AIO loans increased by $28.0 million at March 31, 2026 compared to December 31, 2025.

◦Total deposits increased by $131.8 million at March 31, 2026 compared to December 31, 2025.

•Liquidity remained stable, and total cash and cash equivalents decreased to $487.6 million at March 31, 2026, as compared to $496.5 million at December 31, 2025.

•We issued an additional $20.0 million of subordinated debt during the three months ended March 31, 2026.

•As of March 31, 2026, our capital ratios were above all regulatory requirements to be considered well-capitalized.

Northpointe Bancshares, Inc.

Results of Operations

Net Interest Income

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the three months ended March 31, 2026 and 2025:


(Dollars in thousands)	For the Three Months Ended March 31,
	2026						2025
	Average Balance		Interest Inc/Exp		Average Yield/Rate		Average Balance		Interest Inc/Exp		Average Yield/Rate
Interest-Earning Assets
Loans(1)(2)	$	6,297,404	$	94,913	6.11	%	$	4,672,435	$	72,071	6.26	%
Securities, AFS(3)	6,199		57		3.73	%	9,909		154		6.30	%
Securities, FHLB Stock	80,109		1,745		8.83	%	69,574		1,629		9.49	%
Interest bearing deposits	527,962		4,788		3.68	%	487,180		5,296		4.41	%
Total earning assets	6,911,674		101,503		5.96	%	5,239,098		79,150		6.13	%
Noninterest earning assets(4)	110,236						108,804
Total assets	$	7,021,910					$	5,347,902
Interest-Bearing Liabilities
Deposits:
Transaction Accounts	$	1,121,322	$	10,912	3.95	%	$	739,709	$	7,990	4.38	%
Money market & savings	534,564		4,614		3.50	%	337,124		3,250		3.91	%
Time	2,939,195		28,929		3.99	%	2,254,388		25,070		4.51	%
Total interest-bearing deposits	4,595,081		44,455		3.92	%	3,331,221		36,310		4.42	%
Sub debt	101,378		2,102		8.41	%	29,142		887		12.34	%
Borrowings	1,401,300		13,673		3.96	%	1,210,086		11,564		3.88	%
Total interest-bearing liabilities	6,097,759		60,230		4.01	%	4,570,449		48,761		4.33	%
Noninterest-bearing liabilities
Noninterest-bearing deposits	292,437						207,166
Other noninterest-bearing liabilities	45,273						39,128
Total noninterest-bearing liabilities	337,710						246,294
Equity	586,441						531,159
	$	7,021,910					$	5,347,902
Net interest spread(5)					1.95	%					1.80	%
Net interest margin(6)			$	41,273	2.42	%			$	30,389	2.35	%

____________________

(1)Loan balances include loans HFI and held for sale. Nonaccrual loans are included in total loan balances and no adjustment has been made for these loans in the yield calculation. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

(2)Net loan fees of $74,000 and $40,000 for the three months ended March 31, 2026 and 2025, respectively, are included in interest income.

(3)Average yield based on carrying value and there are no tax-exempt securities in the portfolio.

(4)Noninterest earning assets include the allowance for credit losses.

(5)Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(6)Net interest margin is annualized net interest income divided by total average interest-earning assets.

Northpointe Bancshares, Inc.

For the three months ended March 31, 2026, net interest income was $41.3 million, an increase of $10.9 million, or 35.8%, from $30.4 million for the same period in 2025. This increase was driven primarily by a $1.67 billion increase in average interest-earning assets and a 7 basis point improvement in net interest margin.

The increase in average interest-earning assets in the three month period ending March 31, 2026, as compared to the same period in 2025, reflected the strong growth within the MPP and AIO portfolios, partially offset by the continued run-off from the remainder of the loans HFI portfolio.

Net interest margin was 2.42% for the three months ended March 31, 2026, an increase of 7 basis points from 2.35% for the three months ended March 31, 2025. This increase was driven primarily by a decrease in the average rate paid on interest-bearing deposits, consistent with the decrease in the federal funds rate, which outpaced the decrease in the yield earned on interest-earning assets. The net interest margin also continued to benefit from an improvement in the mix of interest-earning assets, with virtually all of the growth in loans coming from MPP and AIO, both of which carry higher average yields than the rest of the loan portfolio.

Yield and Volume Impact on Net Interest Income

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned from our interest-earning assets and interest incurred on our interest-bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the current period’s average rate. The effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume. The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the changes in each.


	For the Three Months Ended March 31,
	2026 vs 2025
	Variance Due To
(Dollars in thousands)	Volume		Yield/Rate		Total
Interest-Earning Assets
Loans	$	25,065	$	(2,223)	$	22,842
Securities, AFS	(58)		(39)		(97)
Securities, FHLB Stock	247		(131)		116
Interest-bearing deposits	443		(951)		(508)
Total interest-earning assets	25,697		(3,344)		22,353
Interest-Bearing Liabilities
Deposits:
Transaction accounts	4,123		(1,201)		2,922
Money market & savings	1,903		(539)		1,364
Time	7,615		(3,756)		3,859
Total interest-bearing deposits	13,641		(5,496)		8,145
Sub debt	2,199		(984)		1,215
Borrowings	1,827		282		2,109
Total interest-bearing liabilities	17,667		(6,198)		11,469
Net interest income / margin	$	8,030	$	2,854	$	10,884

Provision (Benefit) for Credit Losses

The provision (benefit) for credit losses represents a charge (gain) to earnings necessary to establish an allowance for credit losses that, in management’s evaluation, is adequate to provide coverage for all expected future credit losses. The provision (benefit) for credit losses is impacted by inherent risk characteristics in our loan portfolio, the level of nonperforming loans and net charge-offs, both current and historic, recent historical and projected future economic conditions, loan growth, the

Northpointe Bancshares, Inc.

direction of the change in collateral values, and the level of actual net charge-offs incurred. Our provision (benefit) for credit losses reflects risks in the HFI loan portfolio, as well as the unfunded commitments on that portfolio. The HFI loan portfolio is comprised predominately of collateralized single-family mortgage loans with very low historical loss experience.

For the three months ended March 31, 2026, the total provision benefit for credit losses was $445,000, as compared to provision expense of $1.3 million for the same period in 2025.

The provision benefit for credit losses related to loans was $469,000 for the three months ended March 31, 2026, reflecting net charge-offs of $266,000 and a $735,000 decrease in allowance for credit losses, primarily attributable to lower delinquent loans and continued run-off in the construction loan portfolio. The provision for credit losses related to loans was $1.4 million for the three months ended March 31, 2025, reflecting net charge-offs of $260,000 and a $1.1 million increase in allowance for credit losses primarily attributable to continued growth in the portfolio and credit migration trends.

The provision for unfunded loan commitments was $24,000 for the three months ended March 31, 2026, as compared to a benefit of $90,000 for the three months ended March 31, 2025. The benefit in the three months ended March 31, 2025 reflects lower levels of unfunded commitments driven primarily by continued run-off in the construction loan portfolio.

Noninterest Income

The following table presents the major components of our noninterest income for the three month periods ended March 31, 2026 and 2025:


(Dollars in thousands) Noninterest Income	For the Three Months Ended March 31,				$ Increase (Decrease)		% Change
	2026		2025
Service charges on deposits and other fees	$	264	$	180	$	84	46.7	%
Loan servicing fees	3,548		995		2,553		256.6	%
MPP fees	1,970		1,141		829		72.7	%
Net gain on sale of loans	16,547		18,587		(2,040)		(11.0)	%
Other noninterest income	(184)		1,970		(2,154)		(109.3)	%
	$	22,145	$	22,873	$	(728)	(3.2)	%

For the three months ended March 31, 2026, noninterest income was $22.1 million, a decrease of $728,000 compared to the same period in 2025, driven primarily by lower net gain on sale of loans and other noninterest income, partially offset by higher loan servicing fees and MPP fees.

The following tables present the major components of our loan servicing fees and net gain on sale of loans for the three month periods ended March 31, 2026 and 2025:


(Dollars in thousands) Loan Servicing Fees	For the Three Months Ended March 31,				$ Increase (Decrease)		% Change
	2026		2025
Fees on servicing	$	2,226	$	1,702	$	524	30.8	%
Change in fair value of MSRs (1)	1,322		(707)		2,029		(287.0)	%
	$	3,548	$	995	$	2,553	256.6	%

(1) Includes change in fair value and paid in full MSRs.

For the three months ended March 31, 2026, loan servicing fees increased by $2.6 million compared to the same period in 2025. This increase was driven primarily by the increase in fair value on MSRs, consistent with the increase in market rates, and higher fees on servicing from the increase in volume of loans serviced for others.

For the three months ended March 31, 2026, MPP fees increased by $829,000, as compared to the same period in 2025. This increase reflects both higher levels of funded loans and participations in the MPP business.

Northpointe Bancshares, Inc.


(Dollars in thousands) Net Gain on Sale of Loans	For the Three Months Ended March 31,				$ Increase (Decrease)		% Change
	2026		2025
Capitalized MSRs	$	2,238	$	1,066	$	1,172	109.9	%
Change in fair value of loans (1)	(3,524)		4,678		(8,202)		(175.3)	%

Gain on sale of loans, net (2)	17,833		12,843		4,990		38.9	%
	$	16,547	$	18,587	$	(2,040)	(11.0)	%

Total net gain on sale of loans	$	16,547	$	18,587	$	(2,040)	(11.0)	%
Less: change in fair value of loans HFI and LRA	1,221		(3,697)		4,918		(133.0)	%

Total net gain on sale of loans, excluding portfolio sales and LRA / HFI fair value adjustments	$	17,768	$	14,890	$	2,878	19.3	%

(1) Includes the change in fair value of interest rate locks, loans held for sale, and loans HFI.

(2) Includes (a) net gain on sale of loans, (b) loan origination fees, points and costs, (c) provision from investor reserves, (d) gain or loss from forward commitments from hedging, and (e) fair value of lender risk account.

For the three months ended March 31, 2026, net gain on sale of loans decreased by $2.0 million, as compared to the same period in 2025. Net gain on sale of loans in the three months ended March 31, 2026 included a loss of $1.2 million from the combined change in fair value of loans HFI and LRA, both attributable to the increase in market interest rates. For the three months ended March 31, 2025, the combined change in fair value of loans HFI and LRA was a gain totaling $3.7 million, attributable to the decrease in market interest rates. Excluding these items, net gain on sale of loans was $17.8 million for the three months ended March 31, 2026, up $2.9 million from $14.9 million for the three months ended March 31, 2025. This increase was driven primarily by higher saleable residential mortgage rate lock commitments and originations.

For the three months ended March 31, 2026, other noninterest income decreased by $2.2 million, as compared to the same period in 2025. For the three months ended March 31, 2026, other noninterest income included valuation writedowns on other real estate owned of $171,000 compared to $76,000 for the same period in 2025. For the three months ended March 31, 2025, the Company recognized a $2.0 million gain on debt extinguishment of $102.5 million in FHLB advances, and did not have any such debt extinguishment gain or loss for the same period in 2026.

Noninterest Expense

The following tables present the major components of our noninterest expense for the three month periods ended March 31, 2026 and 2025:


(Dollars in thousands) Noninterest Expense	For the Three Months Ended March 31,				$ Increase (Decrease)		% Change
	2026		2025
Salaries and employee benefits	24,353		20,443		$	3,910	19.1	%
Occupancy and equipment	820		972		(152)		(15.6)	%
Data processing expense	2,349		2,107		242		11.5	%
Professional fees	1,318		1,228		90		7.3	%
Other taxes and insurance	2,237		1,787		450		25.2	%
Other	3,358		2,835		523		18.4	%
	$	34,435	$	29,372	$	5,063	17.2	%

For the three months ended March 31, 2026, noninterest expense was $34.4 million, an increase of $5.1 million, compared to the same period in 2025. This increase was driven primarily by higher salaries and benefit expense. The table below identifies the primary components of salaries and benefits expense for the three month periods ended March 31, 2026 and 2025:

Northpointe Bancshares, Inc.


(Dollars in thousands) Salaries and Employee Benefits	For the Three Months Ended March 31,				$ Increase (Decrease)		% Change
	2026		2025
Salaries and other compensation	$	10,061	$	8,607	$	1,454	16.9	%
Salary deferral from loan origination	(1,061)		(969)		(92)		9.5	%
Bonus and incentive compensation	4,600		3,642		958		26.3	%
Mortgage production - variable compensation	7,041		6,059		982		16.2	%
Employee benefits	3,712		3,104		608		19.6	%
Total salaries and employee benefits	$	24,353	$	20,443	$	3,910	19.1	%

For the three months ended March 31, 2026, salaries and employee benefits increased by $3.9 million, as compared to the same period in 2025. This increase was driven primarily by higher variable compensation on MPP business, which is reflected in salaries and other compensation, and higher variable compensation on mortgage production, along with higher bonus and incentive expense and employee benefits.

For the three months ended March 31, 2026, other taxes and insurance increased by $450,000, as compared to same period in 2025, driven primarily by higher FDIC assessment expense, which fluctuates with changes in assets, wholesale funding mix and utilization of capital.

For the three months ended March 31, 2026, other non-interest expense increased by $523,000, as compared to the same period in 2025, driven primarily by additional expenses associated with the Company’s private label outsourcing of its non-specialized mortgage servicing to a scaled sub-servicer.

Income Tax Expense

For the three months ended March 31, 2026, total income tax expense was $7.3 million, as compared to $5.3 million for the same period in 2025. The effective tax rate was 24.72% for the three months ended March 31, 2026, as compared to 23.67% for the same period in 2025, reflecting additional income tax expense related to non-deductible compensation tax rules for publicly traded companies.

Preferred Stock Dividends

For the three months ended March 31, 2026, preferred stock dividends totaled $0.5 million, as compared to $2.2 million for the same period in 2025. This decrease was due to the redemption of the remaining 77,000 shares of our Series A Preferred Stock during the fourth quarter of 2025.

Operating Segment Analysis

We have two reporting segments, Retail Banking and MPP. As discussed in Note 20 of our consolidated financial statements, our reportable segments have been determined based on management’s focus and internal reporting structure.

The MPP segment provides collateralized mortgage purchase facilities to independent mortgage bankers nationwide. The Retail Banking segment provides a vast array of financial products and services to consumers nationwide. These include residential mortgages, AIO Loans, other consumer loans, and loan servicing, as well as various types of deposit products, including checking, savings and time deposit accounts. It also includes general and administrative expenses for the enterprise-wide support functions, which are allocated among the segments, internal funds transfer pricing offsets resulting from allocations to or from the other segments, and certain elimination entries.

Our reported segments and the financial information disclosed in the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in future changes to previously reported operating segment financial information.

Northpointe Bancshares, Inc.

The following tables present our reported segment results for the three month periods ended March 31, 2026 and 2025:


(Dollars in thousands)	As of or for the Three Months Ended March 31,
	2026						2025
	Retail Banking		MPP		Total		Retail Banking		MPP		Total
Interest income	$	45,706	$	55,797	$	101,503	$	47,462	$	31,688	$	79,150
Interest expense	(60,230)		—		(60,230)		(48,761)		—		(48,761)
Funds transfer pricing	34,448		(34,448)		—		20,767		(20,767)		—
Net interest income	19,924		21,349		41,273		19,468		10,921		30,389
Provision (benefit) for credit losses	(619)		174		(445)		992		303		1,295
Net income after provision	20,543		21,175		41,718		18,476		10,618		29,094
Noninterest income (1)	20,175		1,970		22,145		21,732		1,141		22,873
Salaries and employee benefits	(21,625)		(2,728)		(24,353)		(18,931)		(1,512)		(20,443)
Occupancy and equipment	(802)		(18)		(820)		(950)		(22)		(972)
Other noninterest expense (2)	(9,115)		(147)		(9,262)		(7,844)		(113)		(7,957)
Noninterest expense	(31,542)		(2,893)		(34,435)		(27,725)		(1,647)		(29,372)
Expense allocation (3)	1,487		(1,487)		—		1,153		(1,153)		—
Net income before taxes	10,663		18,765		29,428		13,636		8,959		22,595
Income tax expense	(2,635)		(4,639)		(7,274)		(3,227)		(2,121)		(5,348)
Net income before preferred dividends	$	8,028	$	14,126	$	22,154	$	10,409	$	6,838	$	17,247
Average balance sheet assets	$	3,588,850	$	3,433,060	$	7,021,910	$	3,551,982	$	1,795,920	$	5,347,902
Period end assets	$	3,535,214	$	3,860,663	$	7,395,877	$	3,391,443	$	2,468,212	$	5,859,655

(1) Noninterest income for MPP only includes MPP related fees. All other noninterest income is reflected in Retail Banking.

(2) Includes data processing, professional services, office supplies and other miscellaneous expenses.

(3) Reflects corporate overhead expense allocations used by both business segments; primarily consisting of corporate admin, finance, technology, human resources, risk, marketing and occupancy related allocations.

MPP

For the three months ended March 31, 2026, our MPP segment reported net income before preferred dividends of $14.1 million, an increase of $7.3 million, or 106.6%, over the $6.8 million reported for the same period in 2025. This increase was driven primarily by a 91.2% increase in average balances which drove higher net interest income and fees. The increase in average balances reflects strong loan growth from new customer acquisition and market share gains.

Retail Banking

For the three months ended March 31, 2026, our Retail Banking segment reported net income before preferred dividends of $8.0 million, a decrease of $2.4 million, or 22.9%, from the $10.4 million reported for the same period in 2025. This decrease was driven primarily by higher noninterest expense, particularly salaries and employee benefits, and lower non-interest income, which more than offset the increase in net interest income.

Northpointe Bancshares, Inc.

Discussion and Analysis of Financial Condition

The following table summarizes selected components of our balance sheets at March 31, 2026 and December 31, 2025:


	March 31,		December 31,		$ Increase (Decrease)		% Change
(Dollars in thousands)	2026		2025
BALANCE SHEET DATA
Total assets	$	7,395,877	$	7,022,825	$	373,052	5.3	%
Cash and cash equivalents	487,617		496,459		(8,842)		(1.8)	%
Equity and debt securities	6,223		6,085		138		2.3	%
FHLB stock	80,109		80,109		—		—	%
Loans HFI and loans held for sale, net	6,698,740		6,320,305		378,435		6.0	%
Deposits	5,001,417		4,869,667		131,750		2.7	%
Borrowings	1,631,496		1,439,500		191,996		13.3	%
Subordinated debentures	116,872		96,915		19,957		20.6	%
Total equity capital	589,993		569,042		20,951		3.7	%

Total Assets

Total assets were $7.40 billion at March 31, 2026, as compared to $7.02 billion at December 31, 2025. This $373.1 million increase in total assets was driven primarily by higher loan balances, including loans HFI and loans held for sale, which increased by $378.4 million over the prior year end period.

Loan Portfolio

The following table presents the balance and associated percentage of each major loan type within our portfolio, including net deferred fees and costs, as of the dates indicated:


(Dollars in thousands)	March 31, 2026				December 31, 2025
	Amount		% of Total Gross Loans		Amount		% of Total Gross Loans
Residential:
Construction	$	11,008	0.16	%	$	17,430	0.28	%
All-in-One (AIO)(1)	760,550		11.34	%	732,583		11.57	%
Other consumer / home equity(1)	50,208		0.75	%	55,550		0.88	%
Residential mortgage(2)	1,728,291		25.76	%	1,775,507		28.05	%
Commercial	477		0.01	%	15,521		0.25	%
MPP	3,860,663		57.55	%	3,424,936		54.10	%
Total loans HFI	6,411,197		95.57	%	6,021,527		95.12	%
Loans held for sale	297,243		4.43	%	309,213		4.88	%
Total gross loans (HFI and HFS)	$	6,708,440	100.00	%	$	6,330,740	100.00	%

_____________________

(1)AIO and other consumer / home equity are aggregated into home equity lines of credit loans within the tables in our consolidated financial statements.

(2)Residential mortgage loans consist of closed end first liens, closed end second liens, and land development loans.

Our loan portfolio includes both loans HFI and loans held for sale. Our loans HFI portfolio comprises 96% of our total gross loans.

Northpointe Bancshares, Inc.

Our MPP business offers facilities to independent mortgage banking companies located nationwide. These are floating rate, short term advances that are collateralized by one-to-four family mortgage loans that our mortgage bankers are preparing to be delivered to the secondary mortgage market. In most cases, these mortgage loans sit in our mortgage banking client’s facility for less than 30 days after the loan is purchased.

Residential mortgage loans include fixed or adjustable-rate residential real estate loans collateralized by one-to-four family properties. Our portfolio is geographically diversified across the United States. To mitigate interest rate risk, most of the loans we choose to hold in our portfolio are floating rate loans. The majority of our residential mortgage loans at March 31, 2026 are first liens.

AIO loans are floating rate, first mortgage revolving equity loans that include a checking account linked to the revolving equity loans.

We also have a smaller portfolio of construction loans, home equity lines of credit (non-AIO), and commercial loans, which combined represented less than 1% of the overall loan portfolio as of March 31, 2026.

At March 31, 2026, our total loans net of allowance for credit losses including loans held for sale was $6.70 billion, as compared to $6.33 billion on December 31, 2025. This increase of $378.4 million since year end 2025 was driven primarily by the strong growth in MPP balances, which increased by $435.7 million, reflecting the strength of scalable technology, long-standing strong relationships built by account executives since inception, as well as our ability to capitalize on recent market disruption within the business line. Another key driver of our overall loan growth is growth in our AIO loans, which increased by $28.0 million to $760.6 million at March 31, 2026 from $732.6 million at December 31, 2025.

As of March 31, 2026, residential mortgage comprised 25.76% of our total loan portfolio compared to 57.55% for MPP and 11.34% for AIO loans. As of December 31, 2025, residential mortgage comprised 28.05% of our total loan portfolio compared to 54.10% for MPP and 11.57% for AIO loans. The reduction in residential mortgage loans as a percentage of total loans reflects normal amortization and pay-offs, as we continue to focus on growing our two main portfolios, AIO and MPP. Outside of these two portfolios, no other significant loans are being added to the loans HFI portfolio. While MPP represents a significant and growing portion of our loan portfolio, management actively monitors concentration risk, liquidity characteristics, and counterparty exposure associated with this business line.

Contractual Maturities and Rate Structures of Loan Portfolio

The following table sets forth the contractual maturities and rate structures at March 31, 2026 and December 31, 2025:

Contractual Loan Maturities as of March 31, 2026


	Due in 1 Year or less				Due after 1 Year through 5 years				Due after 5 Years through 15 years				Due after 15 years				Total
(Dollars in thousands)	Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate
Residential
Construction	$	723	$	—	$	—	$	—	$	—	$	—	$	7,652	$	2,633	$	11,008
All-in-One (AIO)(1)	—		—		—		—		—		—		—		760,550		760,550
Other consumer / home equity(1)	—		—		—		40		—		150		—		50,018		50,208
Residential mortgage(2)	29		36		567		241		12,986		12,634		385,540		1,316,258		1,728,291
Commercial	220		—		233		—		24		—		—		—		477
MPP	—		3,860,663		—		—		—		—		—		—		3,860,663
Total loans HFI	972		3,860,699		800		281		13,010		12,784		393,192		2,129,459		6,411,197
Retail loans held for sale	—		—		—		—		12,909		—		279,126		5,208		297,243
Total gross loans (HFI and HFS)	$	972	$	3,860,699	$	800	$	281	$	25,919	$	12,784	$	672,318	$	2,134,667	$	6,708,440

_____________________

(1)AIO and other Consumer / home equity are aggregated into home equity lines of credit loans within the tables in our consolidated financial statements.

(2)Residential mortgage loans consist of closed end first liens, closed end second liens, and land development loans.

Northpointe Bancshares, Inc.

Contractual Loan Maturities as of December 31, 2025


	Due in 1 Year or less				Due after 1 Year through 5 years				Due after 5 Years through 15 years				Due after 15 years				Total
(Dollars in thousands)	Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate		Fixed Rate		Adjustable Rate
Residential
Construction	$	3,277	$	—	$	—	$	—	$	—	$	—	$	8,831	$	5,322	$	17,430
All-in-One (AIO)(1)	—		—		—		—		—		—		—		732,583		$	732,583
Other consumer / home equity(1)	—		—		—		41		—		85		—		55,424		55,550
Residential mortgage(2)	27		44		625		298		13,648		12,904		393,926		1,354,035		1,775,507
Commercial	239		15,000		225		—		57		—		—		—		15,521
MPP	—		3,424,936		—		—		—		—		—		—		3,424,936
Total loans HFI	3,543		3,439,980		850		339		13,705		12,989		402,757		2,147,364		6,021,527
Retail loans held for sale	—		—		—		—		1,987		—		301,337		5,889		309,213
Total gross loans (HFI and HFS)	$	3,543	$	3,439,980	$	850	$	339	$	15,692	$	12,989	$	704,094	$	2,153,253	$	6,330,740

_____________________

(1)AIO and other consumer / home equity are aggregated into home equity lines of credit loans within the tables in our consolidated financial statements.

(2)Residential Mortgage loans consist of closed end first liens, closed end second liens, and land development loans.

Our mortgage loan portfolio has ARMs which reset annually after the initial fixed rate period, which ranges from one to 10 years. AIO loans are adjustable rate and reset monthly. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

As of March 31, 2026, 57.6% of our total loan portfolio had a contractual maturity of less than one year, up from 54.4% at December 31, 2025. The increase was primarily due to growth in our MPP business over this period. Our MPP facilities are floating rate and generally have terms of 30 days or less given that is the time period that a funded mortgage stays in our mortgage banking client’s facility prior to the sale of the mortgage in the secondary market. Very few of our loans have intermediate contractual maturities of between one and fifteen years. As of March 31, 2026, 41.8% of total loans had contractual maturities of longer than 15 years, compared to 45.1% at December 31, 2025. Within our two largest categories of long duration loans as of March 31, 2026, 76.9% of residential mortgage and 100% of our AIO Loans were floating rate.

Northpointe Bancshares, Inc.

Nonperforming Assets

The following table provides details of our nonperforming and restructured assets (including both loans HFI and loans held for sale) as of the dates presented and certain other related information:


(Dollars in thousands)	March 31, 2026			December 31, 2025
Nonaccrual loans(1):
Commercial	236			243
Construction	1,160			1,176
Land development	4,176			4,573
Home equity lines of credit	13,284			13,784
First lien mortgage	34,190			34,974
First lien mortgage wholly or partially guaranteed by the U.S Government	25,460			25,708
Junior lien mortgage	1,856			1,556
MPP	—			—
	80,362			82,014
Loans past due 90 days or more and still accruing(1):
Commercial	—			—
Construction	—			1,329
Land development	142			—
Home equity lines of credit	201			588
First lien mortgage	4,803			4,480
First lien mortgage wholly or partially guaranteed by the U.S Government	1,852			2,554
Junior lien mortgage	—			—
MPP	—			—
	6,998			8,951
Total nonperforming loans	87,360			90,965
Other real estate owned	3,355			1,720
Total nonperforming assets	$	90,715		$	92,685
Nonaccrual loans to total loans	1.20		%	1.30		%
Nonperforming loans to total loans	1.30		%	1.44		%
Nonperforming assets to total assets	1.23		%	1.32		%
Allowance for credit losses to nonaccrual loans	12.07		%	12.72		%
Ratios excluding loans wholly or partially guaranteed by the U.S Government
Nonaccrual loans to total loans	0.82		%	0.89		%
Nonperforming loans to total loans	0.90		%	0.99		%
Nonperforming assets to total assets	0.86		%	0.92		%
Allowance for credit losses to nonaccrual loans	17.67		%	18.53		%

_____________________

(1)Includes loans which are reported at fair value (see Note 17 of our consolidated financial statements).

At March 31, 2026, nonperforming assets were $90.7 million compared to $92.7 million at December 31, 2025. Nonperforming assets as a percent of total assets decreased to 1.23% at March 31, 2026, compared to 1.32% at December 31, 2025, reflecting the decrease in nonperforming assets and the growth in our MPP portfolio which does not have any non-performing assets.

A substantial portion of the Company's non-performing loans are wholly or partially guaranteed by the U.S. Government, so asset quality metrics within this Quarterly Report on Form 10-Q are shown with and without these guaranteed loans.

Northpointe Bancshares, Inc.

Excluding the portion of our loans that are wholly or partially guaranteed by the U.S. Government, nonperforming assets to total assets decreased to 0.86% at March 31, 2026, compared to 0.92% at December 31, 2025. At March 31, 2026, approximately 31% of our nonperforming loans have a form of government guarantee.

The Company uses a risk grading system for our loans to aid us in evaluating the overall credit of our loan portfolio and assessing the adequacy of our allowance for credit losses. All loans are categorized into a risk category at the time of origination. Loans are re-evaluated for proper risk grading as new information such as payment patterns, collateral condition and other relevant information comes to our attention. Our classified assets are described in more detail in Note 3 of the Notes to Consolidated Financial Statements.

Allowance for Credit Losses and Net Charge-Offs

The ACL is established through a provision for credit losses charged to operations. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Subsequent recoveries of previously charged off amounts, if any, are credited to the allowance for credit losses. The ACL is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans considering historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. While the entire ACL is available to absorb losses from all loans, the following table represents management’s allocation of our allowance for credit losses by loan category, and the percentage of allowance for credit losses in each category, for the periods indicated:


(Dollars in thousands)	March 31, 2026				December 31, 2025
	Dollars		% of Total		Dollars		% of Total
Collectively evaluated for impairment:
Commercial	$	2	—	%	$	61	0.6	%
Construction	254		2.6	%	668		6.4	%
Land development	1,227		12.6	%	1,386		13.3	%
Home equity lines of credit	1,900		19.6	%	1,978		19.0	%
First lien mortgage	2,659		27.4	%	3,048		29.2	%
Junior lien mortgage	1,565		16.1	%	1,608		15.4	%
MPP	1,544		15.9	%	1,370		13.1	%
	9,151		94.3	%	10,119		97.0	%
Individually evaluated for impairment	546		5.6	%	311		3.0	%
Unallocated	3		—	%	5		—	%
	549		5.7	%	316		3.0	%
Total allowance for credit losses	$	9,700	100.0	%	$	10,435	100.0	%

Northpointe Bancshares, Inc.

The following table provides an analysis of the activity in our allowance for the periods indicated:


	For the Three Months Ended
	March 31, 2026					March 31, 2025
	Activity			% of Average Loans HFI (1)		Activity			% of Average Loans HFI (1)
Loans HFI	$	6,411,197				$	5,147,170
Loans HFI (excluding fair value loans)	$	6,237,345				$	4,972,822
Beginning allowance for credit losses	$	10,435				$	11,190
Net charge-offs (recoveries):
Commercial	(111)			-0.66	%	(4)			-0.22	%
Construction	23			0.13	%	—			0.00	%
Land development	14			0.01	%	—			0.00	%
Home equity lines of credit	204			0.02	%	40			0.02	%
First lien mortgage	127			0.01	%	172			0.04	%
Junior lien mortgage	9			0.01	%	51			0.27	%
MPP	—			0.00	%	—			0.00	%
Total net charge-offs (recoveries)	266					259
Provision for credit losses	(469)					1,384
Ending allowance for credit losses	$	9,700				$	12,315

Allowance for credit losses to loans HFI	0.15		%			0.24		%
Allowance for credit losses to loans HFI (excluding fair value loans)	0.16		%			0.25		%
Net charge-offs (recoveries) to average loans	0.02		%			0.02		%

(1) Net charge-offs annualized for interim period.

The allowance for credit losses was 0.15% of total loans at March 31, 2026, as compared to 0.17% as of December 31, 2025. This ratio includes MPP balances, which carry significantly lower reserves given the lack of loss history, and fair value loans, which are reserved for outside of the estimation of the ACL.

Management estimates the allowance by using relevant available information from internal and external sources related to historical loss experience, current borrower risk characteristics, current economic conditions, reasonable and supportable forecasts, and other relevant factors. The allowance is measured on a collective or pool basis when similar risk characteristics exist or on an individual basis when loans have unique risk characteristics which differentiate them from other loans within the loan segment. The process for estimating credit losses incorporates methodologies and procedures specific to the residential and commercial loan portfolios, each of which has unique risk characteristics. Our ACL methodology is described in more detail in Notes 1 and 3 of the notes to the consolidated financial statements included within this report.

Our ACL, and associated percentage of total loans, reflect the relative credit risk of our loan portfolio. These include the seasoning of the portfolio, LTV, FICO score, debt to income ratio (“DTI”) and collateral coverage. Given these risk characteristics, and the stark contrast to other financial institutions with a commercial heavy loan portfolio, our allowance and associated ratios will be much lower than those of bank peers with similar asset size. This nuance is also evidenced by the low level of charge-offs we have historically incurred. Additionally, as discussed above, our MPP portfolio makes up an increasing portion of our total loan portfolio and we have yet to experience any loss on that portfolio. We also have purchased mortgage insurance on certain high loan to value loans, further minimizing our loss potential on those loans. Our annualized net charge-off rate was 0.02% for both the three months ended March 31, 2026 and 2025.

Northpointe Bancshares, Inc.

Investment Portfolio

The Company has historically maintained a very small debt securities portfolio relative to other banking institutions, preferring to invest in highly liquid loans or hold our liquidity in cash or cash equivalents. At March 31, 2026, debt securities totaled $4.9 million, or 0.07%, of total assets compared to $4.7 million, or 0.07%, at December 31, 2025.

The following table presents the carrying value of our investment portfolio as of the dates indicated:


(Dollars in thousands)	March 31, 2026				December 31, 2025
	Carrying Value		% of Total		Carrying Value		% of Total
Available for sale securities:
Corporate debt	$	4,884	100.0	%	$	4,738	100.0	%
Total available for sale securities	4,884		100.0	%	4,738		100.0	%



Total investment securities	$	4,884	100.0	%	$	4,738	100.0	%

The following tables present the par value of our debt securities by their stated maturities, as well as the weighted average yields for each maturity range as of the dates indicated (dollars in thousands):


March 31, 2026	Due in 1 Year or Less		Due after 1 Year through 5 Years		Due after 5 Years through 10 Years				Due after 10 Years		Total
	Par Value	Weighted Avg Yield(1)	Par Value	Weighted Avg Yield(1)	Par Value		Weighted Avg Yield(1)		Par Value	Weighted Avg Yield(1)	Par Value		Weighted Avg Yield(1)
Available for sale securities:
Corporate debt	—	—	—	—	$	5,000	4.00	%	—	—	$	5,000	4.00	%
Total available for sale securities	—	—	—	—	5,000		4.00	%	—	—	5,000		4.00	%



Total investment securities	—	—	—	—	$	5,000	4.00	%	—	—	$	5,000	4.00	%

____________________

(1)Weighted-average yields on investment securities are computed based on par value and exclude any premiums or discounts recorded. There are no tax-exempt securities in the portfolio.


December 31, 2025	Due in 1 Year or Less		Due after 1 Year through 5 Years				Due after 5 Years through 10 Years				Due after 10 Years				Total
	Par Value	Weighted Avg Yield(1)	Par Value		Weighted Avg Yield(1)		Par Value		Weighted Avg Yield(1)		Par Value		Weighted Avg Yield(1)		Par Value		Weighted Avg Yield(1)
Available for sale securities:
Corporate debt	—	—	$	—	—	%	$	5,000	4.00	%	$	—	—	%	$	5,000	4.00	%
Total available for sale securities	—	—	—		—	%	5,000		4.00	%	—		—	%	5,000		4.00	%



Total investment securities	—	—	$	—	—	%	$	5,000	4.00	%	$	—	—	%	$	5,000	4.00	%

______________________

(1)Weighted-average yields on investment securities are computed based on par value and exclude any premiums or discounts recorded. There are no tax-exempt securities in the portfolio.

Deposits

Deposits are the primary source of funding for our business operations. At March 31, 2026, total deposits were $5.00 billion, as compared to $4.87 billion at December 31, 2025. This $131.8 million increase in deposits since year end 2025 was driven primarily by higher brokered CDs, and growth in the Company’s diversified digital deposit banking platform including two new deposit relationships added during 2025.

Northpointe Bancshares, Inc.

The following table summarizes our deposit composition by average deposits and average rates paid for the periods indicated:


	For the Three Months Ended						For the Year Ended
(Dollars in thousands)	March 31, 2026						December 31, 2025
	Average Amount		Weighted Avg Rate Paid		Percent of Total Deposits		Average Amount		Weighted Avg Rate Paid		Percent of Total Deposits
Noninterest bearing demand	$	292,437	0.00	%	6	%	$	234,109	0.00	%	5	%
Interest bearing demand	1,121,322		3.95	%	23	%	865,349		4.34	%	20	%
Savings & money market	534,564		3.50	%	11	%	379,012		3.79	%	9	%
Time	2,939,195		3.99	%	60	%	2,856,257		4.37	%	66	%
Total deposits	$	4,887,518	3.69	%	100	%	$	4,334,727	4.08	%	100	%

The following tables set forth the maturity of time deposits for the period ending indicated:


(dollars in thousands)
March 31, 2026	Three Months or Less		Three to Six Months		Six to Twelve Months		After Twelve Months		Total
Brokered CDs	$	2,456,180	$	—	$	50,001	$	37,330	$	2,543,511
All other CDs	92,078		151,257		65,796		61,036		370,167
Total time deposits	$	2,548,258	$	151,257	$	115,797	$	98,366	$	2,913,678


(dollars in thousands)
December 31, 2025	Three Months or Less		Three to Six Months		Six to Twelve Months		After Twelve Months		Total
Brokered CDs	$	2,299,112	$	250,000	$	50,000	$	37,330	$	2,636,442
All other CDs	110,431		73,964		114,696		70,571		369,662
Total time deposits	$	2,409,543	$	323,964	$	164,696	$	107,901	$	3,006,104

Total uninsured deposits were $385.0 million at March 31, 2026 and $379.0 million at December 31, 2025.

The following table shows the portion of time deposits that are uninsured, by remaining time until maturity, at March 31, 2026:


(Dollars in thousands)	March 31, 2026
3 months or less	$	25,037
Over 3 through 6 months	42,510
Over 6 through 12 months	16,588
Over 12 months	5,811
Total:	$	89,946

Borrowings

Another key source of our funding is collateralized borrowings from the FHLB. At March 31, 2026, total FHLB borrowings were $1.45 billion, compared to $1.42 billion at December 31, 2025. At March 31, 2026, we had $1.63 billion in additional borrowing capacity at the FHLB. At March 31, 2026, we had $24.0 million in outstanding short-term borrowings on our line of credit with the FHLB and no such borrowings at December 31, 2025. We also make use of other overnight borrowings, and had $180.0 million in overnight borrowings at March 31, 2026, compared to no similar borrowings at December 31, 2025.

Northpointe Bancshares, Inc.

The following table is a summary of our outstanding FHLB advances for the periods indicated:


	As of or For The Three Months Ended			As of or For The Year Ended
(Dollars in thousands)	March 31, 2026			December 31, 2025
Period ending balance	$	1,451,496		$	1,422,500
Average balance during period	1,393,901			1,238,417
Maximum outstanding at any month end	1,451,496			1,422,500
Weighted average rate paid	3.91		%	3.91		%

Subordinated Debentures and Subordinated Debentures Issued through Trusts

At March 31, 2026, we had $115.0 million in outstanding subordinated debenture notes, which is detailed in the table below and described further in Note 9 to the consolidated financial statements included within this report. On March 12, 2026, we issued $20.0 million in additional subordinated debenture notes.

At December 31, 2025, we had $95.0 million in outstanding subordinated debenture notes, which were issued to investors in two separate private placements, one in 2024 and one in 2025.

At both March 31, 2026 and December 31, 2025, we had $5.0 million in subordinated debentures issued through trusts due on March 17, 2034, but callable on June 17, 2026.

The following tables provide a summary of our outstanding subordinated notes and subordinated debentures issued through trusts for the periods indicated:

Subordinated Notes and Subordinated Debentures issued through Trusts as of March 31, 2026

(Dollars in thousands)

Issuance Date

Amount of
Notes

Current Coupon

Next Call Date

Maturity Date

Subordinated notes:

Fixed to floating due 2034

August 22, 2024

25,000

9.00% (fixed)

September 1, 2029

September 1, 2034

Fixed to floating due 2035

December 9, 2025

70,000

7.50% (fixed)

December 15, 2030

December 15, 2035

Fixed to floating due 2036

March 12, 2026

20,000

7.50% (fixed)

March 15, 2031

March 15, 2036

Subordinated debentures issued through trusts:

Trust preferred due 2034

March 17, 2004

5,000

6.73%
(3 mo SOFR + 2.79)%

June 17, 2026

March 17, 2034

120,000

Unamortized issuance costs

(3,128)

116,872

Northpointe Bancshares, Inc.

Subordinated Notes and Subordinated Debentures issued through Trusts as of December 31, 2025

(Dollars in thousands)

Issuance Date

Amount of
Notes

Current Coupon

Next Call Date

Maturity Date

Subordinated notes:

Fixed to floating due 2034

August 22, 2024

25,000

9.00% (fixed)

September 1, 2029

September 1, 2034

Fixed to floating due 2035

December 9, 2025

70,000

7.50% (fixed)

December 15, 2030

December 15, 2035

Subordinated debentures issued through trusts:

Trust preferred due 2034

March 17, 2004

5,000

6.70%
(3 mo SOFR + 2.79)%

March 17, 2026

March 17, 2034

100,000

Unamortized issuance costs

(3,085)

96,915

Impact of Inflation and Changing Prices

The Company’s financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP presently requires the Company to measure financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on the operations of the Company is reflected in increased operating costs, and the Company has experienced material effects of inflation during the last four fiscal years due to the government's monetary policies and the current economic climate. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond the control of the Company, including changes in the expected rate of inflation, the influence of general and local economic conditions and the monetary and fiscal policies of the United States government, its agencies and various other governmental regulatory authorities, among other things, as further discussed in the next section.

Liquidity

Liquidity refers to our capacity to meet our cash obligations at a reasonable cost. Our cash obligations require us to have cash flow that is adequate to fund loan growth and maintain on-balance sheet liquidity while meeting present and future obligations of deposit withdrawals, borrowing maturities and other contractual cash obligations. In managing our cash flows, management regularly confronts situations that can give rise to increased liquidity risk. These include funding mismatches, market constraints in accessing sources of funds and the ability to convert assets into cash. Changes in economic conditions or exposure to credit, market, operational, legal and reputational risks also could affect our Bank’s liquidity risk profile and are considered in the assessment of liquidity management. The Company is a corporation separate and apart from our Bank and, therefore, must provide for its own liquidity, including liquidity required to meet its debt service requirements on its senior notes and junior subordinated debentures. The Company’s main source of cash flow is dividends declared and paid to it by the Bank.

There are statutory and regulatory limitations that affect the ability of our Bank to pay dividends to the Company. See the section entitled “Supervision and Regulation” and our forward looking statements in our 2025 Form 10-K for more information. We believe that these limitations will not impact our ability to meet our ongoing short-term cash obligations. For contingency purposes, the Company typically maintains a minimum level of cash to fund two year’s projected operating cash flow needs and debt service. We continually monitor our liquidity position to ensure that our assets and liabilities are managed in a manner to meet all reasonably foreseeable short-term, long-term and strategic liquidity demands. Management has established a comprehensive management process for identifying, measuring, monitoring and controlling liquidity risk.

Because of its critical importance to the viability of our Bank, liquidity risk management is fully integrated into our risk management processes. Critical elements of our liquidity risk management include: effective corporate governance consisting of oversight by the board of directors and active involvement by management; appropriate strategies, policies, procedures and

Northpointe Bancshares, Inc.

limits used to manage and mitigate liquidity risk; comprehensive liquidity risk measurement and monitoring systems including stress tests that are commensurate with the complexity of our business activities; active management of intraday liquidity and collateral; an appropriately diverse mix of existing and potential future funding sources; adequate levels of highly liquid marketable securities free of legal, regulatory, or operational impediments, that can be used to meet liquidity needs in stressful situations; comprehensive contingency funding plans that sufficiently address potential adverse liquidity events and emergency cash flow requirements; and internal controls and internal audit processes sufficient to determine the adequacy of our Bank’s liquidity risk management process.

The Company considers the maintenance of adequate liquidity to be an important part of managing risk. Consistent with our balance sheet strategy, we have intentionally kept our liquidity primarily in cash and interest-bearing deposits rather than investing heavily in investment securities, which typically includes significant unrealized gains or losses.

Our liquidity position is supported by management of our liquid assets and liabilities and access to alternative sources of funds. Our liquidity requirements are met primarily through our deposits, FHLB advances and the principal and interest payments we receive on loans and investment securities. Cash on hand, cash at third-party banks, and maturing or prepaying balances in our loan portfolios are our most liquid assets. Additionally, the Company has a unilateral right not to fund its MPP facilities, it could exercise within 30 days, if needed or as necessary, to generate additional liquidity. Other sources of liquidity that are routinely available to us include funds from retail and wholesale deposits, advances from the FHLB and proceeds from the sale of loans. See “FHLB Advances” above for more information regarding FHLB advances that are available to us. Less commonly used sources of funding include other borrowings and lines of credit. We believe we have ample liquidity resources to fund future growth and meet other cash needs as necessary.

Capital Adequacy

We and our Bank are subject to various regulatory capital requirements administered by the federal and state banking regulators. Our capital management consists of providing equity to support our current operations and future growth. Failure to meet minimum regulatory capital requirements may result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, our Bank must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and off-balance sheet items as calculated under regulatory accounting policies. At March 31, 2026, we and our Bank exceeded all applicable minimum regulatory capital requirements, including the capital conservation buffer applicable to our Bank, and our Bank qualified as “well-capitalized” for purposes of the FDIC’s prompt corrective action regulations.

Northpointe Bancshares, Inc.

The following table presents our regulatory capital ratios as of the dates presented, as well as the regulatory capital ratios that are required by FDIC regulations for our Bank to maintain “well-capitalized” status:

Regulatory Capital Ratios


	Actual			Required for Capital Adequacy Purposes			Required to be Well Capitalized Under PCA
(Dollars in thousands)	Amount	Ratio		Amount	Ratio		Amount	Ratio
Northpointe Bancshares Inc.
As of March 31, 2026
Total capital to RWA	$719,136	11.44	%	$502,919	8.00	%	N/A	N/A
Tier 1 capital to RWA	$594,052	9.45	%	$377,189	6.00	%	N/A	N/A
Common Equity Tier 1 to RWA	$564,073	8.97	%	$282,892	4.50	%	N/A	N/A
Tier 1 capital to average assets (leverage)	$594,052	9.45	%	$280,835	4.00	%	N/A	N/A
As of December 31, 2025
Total capital to RWA	$678,300	11.47	%	$473,290	8.00	%	N/A	N/A
Tier 1 capital to RWA	$574,967	9.72	%	$354,968	6.00	%	N/A	N/A
Common Equity Tier 1 to RWA	$544,988	9.21	%	$266,226	4.50	%	N/A	N/A
Tier 1 capital to average assets (leverage)	$574,967	8.24	%	$279,168	4.00	%	N/A	N/A
Northpointe Bank
As of March 31, 2026
Total capital to RWA	$694,758	11.05	%	$502,902	8.00	%	$628,627	10.00	%
Tier 1 capital to RWA	$684,674	10.89	%	$377,176	6.00	%	$502,902	8.00	%
Common Equity Tier 1 to RWA	$684,674	10.89	%	$282,882	4.50	%	$408,608	6.50	%
Tier 1 capital to average assets (leverage)	$684,674	10.89	%	$280,823	4.00	%	$351,029	5.00	%
As of December 31, 2025
Total capital to RWA	$671,588	11.35	%	$473,290	8.00	%	$591,585	10.00	%
Tier 1 capital to RWA	$663,255	11.21	%	$354,951	6.00	%	$473,268	8.00	%
Common Equity Tier 1 to RWA	$663,255	11.21	%	$266,213	4.50	%	$384,530	6.50	%
Tier 1 capital to average assets (leverage)	$663,255	9.50	%	$279,158	4.00	%	$348,947	5.00	%

Off-balance Sheet Arrangements

In the ordinary course of business, we enter into lending commitments that are not on our consolidated balance sheet. The largest component is lending commitments to our MPP customers, which the Company has a unilateral right not to fund. The remainder are undrawn revolving loan commitments on our AIO Loans and undrawn commitments on home equity lines of credit. While these commitments represent contractual cash requirements, a portion of these commitments to extend credit are expected to expire without being drawn upon. Therefore, future commitments do not necessarily represent future cash requirements.

The following is a summary of our off-balance commitments outstanding as of the dates presented.


(Dollars in thousands)	March 31, 2026		December 31, 2025
Commitments to fund loans HFI	$	4,534,843	$	4,161,523
Unused Commitments	396,099		371,034

Northpointe Bancshares, Inc.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss due to changes in market values of assets and liabilities. We incur market risk in the ordinary course of business through exposures to market interest rates, equity prices, and credit spreads. We have identified interest rate risk as our primary source of market risk. Our primary business activities include gathering retail deposits, non-brokered rateboard time deposits, brokered CDs, and funding from the FHLB and other smaller facilities, which are used to invest in cash and loans. These activities involve interest rate risk, which arises from factors such as timing and volume differences in the repricing of our rate-sensitive assets and liabilities, changes in credit spreads, fluctuations in the general level of market interest rates, and shifts in the shape and level of market yield curves. Changes in interest rates can affect our current and prospective earnings, through volatility in our net interest income and the level of other interest rate-sensitive revenues and operating expenses. Interest rate fluctuations can also influence the underlying economic value of our assets, liabilities and off-balance sheet items. This is driven by the fact that the present values of future cash flows, and potentially the cash flows themselves, may change when interest rates materially move up or down depending on the economic environment.

Interest rate risk is generally considered a significant market risk for financial institutions. The Bank’s Asset Liability Committee (“ALCO”) establishes broad policy limits with respect to interest rate risk. We have established a system for monitoring our net interest rate sensitivity positions. Our ALCO meets monthly to monitor the level of interest rate risk sensitivity to ensure compliance with the risk and policy limits. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate interest rate risk posture given business forecasts, management objectives, market expectations, and policy constraints. However, it is important to note that despite these measures, significant changes in interest rates could potentially impact our earnings, liquidity and capital positions.

An asset sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate higher net interest income, as rates earned on our interest-earning assets would reprice upward more quickly than rates paid on our interest-bearing liabilities, thus expanding our net interest margin. Conversely, a liability sensitive position refers to a balance sheet position in which an increase in short-term interest rates is expected to generate lower net interest income, as rates paid on our interest- bearing liabilities would reprice upward more quickly than rates earned on our interest-earning assets, thus compressing our net interest margin.

We use interest rate risk models and rate shock simulations to assess the interest rate risk (“IRR”) sensitivity of net interest income and the economic value of equity (“EVE”) over a variety of parallel and non-parallel rate scenarios. A number of assumptions are used to calculate the impact of interest rate fluctuations on our net interest income, including asset prepayment speeds, non-maturity deposit price sensitivity, and decay rates. Due to the inherent use of estimates and assumptions in the model, our actual results may, and most likely will, differ from our simulated results. Any key model or input changes are reported to ALCO monthly. Management engages a third-party to review its IRR assumptions on an annual basis. Key findings are presented to ALCO.

Potential changes to our net interest income in hypothetical rising and declining rate scenarios are calculated at March 31, 2026 and December 31, 2025 and are presented in the table below:


(Shock in basis points)	Net Interest Income Sensitivity
	12 Month Projection
	-200		-100		+100		+200
March 31, 2026	-8.17	%	-4.05	%	4.28	%	8.66	%
December 31, 2025	-7.71	%	-3.80	%	-4.03	%	8.13	%

We also model the impact of interest rate changes on our EVE. We base the modeling of EVE on interest rate shocks as shocks are considered more appropriate for EVE, which accelerates future interest rate risk into current capital via a present value calculation of all future cash flows from our Bank’s existing inventory of assets and liabilities. The results from our EVE modeling reflect only assets and liabilities that exist on our balance sheet in that period, and do not incorporate the large

Northpointe Bancshares, Inc.

increases to noninterest income we generate when industry residential loan originations are significantly higher. The results of the model are presented in the table below:


(Shock in basis points)	Economic Value of Equity Sensitivity
	-200		-100		+100		+200
March 31, 2026	-1.04	%	0.05	%	-0.51	%	-1.18	%
December 31, 2025	-0.90	%	0.06	%	-0.32	%	-0.87	%

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures as of March 31, 2026, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations and are operating in an effective manner.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Northpointe Bancshares, Inc.

Part II - Other Information

Item 1. Legal Proceedings

We are a party to various legal proceedings such as claims and lawsuits arising in the course of our normal business activities. Although the ultimate outcome of all claims and lawsuits outstanding as of March 31, 2026 cannot be ascertained at this time, it is the opinion of management that these matters, when resolved, will not have a material adverse effect on our business, results of operations or financial condition.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Part I – Item 1A – Risk Factors” of the Company’s 2025 Form 10-K, which could materially affect its business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in the Company’s 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

We made no unregistered sales of equity securities during the quarter ended March 31, 2026.

Issuer Purchases of Equity Securities

The following table provides information regarding the Company’s purchase of its own common stock during the first quarter of 2026. The Company has no publicly announced repurchase plans or programs. The Company did not sell any unregistered securities during the quarter ended March 31, 2026.

Northpointe Bancshares, Inc. Purchases of Equity Securities

Period

(a)
Total Number of Shares Purchased

(b)
Average Price Paid Per Share

(d )
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (dollars in 000s)

January 1 - January 31, 2026

—

February 1 - February 28, 2026

—

March 1 - March 31, 2026

—

Total for First Quarter ended March 31, 2026

—

Northpointe Bancshares, Inc.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On January 26, 2026, David S. Hooker, Director of the Company, adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408(a) of Regulation S-K, for the sale of the Company’s common stock (the “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 10b5-1 Trading Plan provides for the sale of up to 89,000 shares of common stock and expires on April 30, 2027.

During the first quarter of 2026, none of our other directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.

Northpointe Bancshares, Inc.

Item 6. Exhibits

List of Exhibits


Number						Description
3.1						Amended and Restated Articles of Incorporation. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc’s Form S-1, Exhibit 3.1. Here incorporated by reference.
3.2						Amended and Restated Bylaws. Previously filed with the Commission on February 7, 2025 in Northpointe Bancshares, Inc.’s Form S-1, Exhibit 3.2. Here incorporated by reference.
4.1						Form 7.50% Fixed-to-Floating Rate Subordinated Note due 2036. Previously filed with the Commission on March 13, 2026 in Northpointe Bancshares, Inc.’s Form 8-K, Exhibit 4.1. Here incorporated by reference.
10.1						Form of Subordinated Note Purchase Agreement, dated as of March 12, 2026, by and among Northpointe Bancshares, Inc. and the Purchaser. Previously filed with the Commission on March 13, 2026 in Northpointe Bancshares, Inc.’s Form 8-K, Exhibit 10.1. Here incorporated by reference.
31.1						Certification of Chief Executive Officer
31.2						Certification of Chief Financial Officer
32.1						Certification pursuant to 18 U.S.C. § 1350
101						Interactive Data File
104						Cover Page Interactive Data File (formatted as inline XBRL and included in Exhibit 101)

Northpointe Bancshares, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


NORTHPOINTE BANCSHARES, INC.

By:			/s/ Charles A. Williams
			Charles A. Williams Chairman and Chief Executive Officer



By:			/s/ Kevin J. Comps
			Kevin J. Comps President



By:			/s/ Bradley T. Howes
			Bradley T. Howes Executive Vice President and Chief Financial Officer (Principal Financial Officer)



By:			/s/ Gary Dykstra
			Gary Dykstra Senior Vice President and Controller (Principal Accounting Officer)

Date: May 14, 2026

Northpointe Bancshares - 10-Q quarterly report FY

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