Chief Operating Officer — Joseph (JB) Long: The filing announces the external hire of a new Executive Vice President, Chief Operating Officer, and Chief Credit Officer, with an internal transition of duties from the President who retains his title.

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Entry into a Material Definitive Agreement. On March 12, 2026, Northpointe Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Purchaser”), pursuant to which the Company sold and issued a $20.0 million 7.50% Fixed-to-Floating Rate Subordinated Note due 2036 (the “Note”). The Note was issued by the Company to the Purchaser at a price equal to 100% of their face amount. The Company intend…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Director — R. Jeffrey Dean, Bruce L. Edger, John M. Eggemeyer III: Directors are retiring from the Board at the conclusion of their current terms.

Director — Rodney E. Hood: The appointment of Rodney E. Hood as a new director and his addition to the Audit Committees of both the Company and the Bank.

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement. On December 9, 2025, Northpointe Bancshares, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors and qualified institutional buyers (the “Purchasers”), pursuant to which the Company sold and issued $70.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Notes were issued by the Company…

and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing. Cautionary Note Regarding Forward-Looking Statements This Report includes “forward-looki…

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Director — Raj Chaudhary, David Lawrence, John Tuttle: Three new directors with extensive experience in cybersecurity, finance, and leadership were appointed to the Boards of Directors.

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The company entered into new employment agreements with several executives, replacing previous ones for some.

principal accounting officer — Gary Dykstra: Gary Dykstra was promoted to principal accounting officer within the company.

Entry into a Material Definitive Agreement Amendment to Series A Registration Rights Agreement On May 16, 2025, Northpointe Bancshares, Inc. (the “Company”) entered into an amendment (the “Series A Amendment”) to the Registration Rights Agreement dated December 29, 2020 (the “Series A RRA”), by and among the Company and the investors listed on the signature pages thereto. Pursuant to the Series A RRA Amendment, the deadline for the Company to meet certain filing obligations related to the reg…

Other Events In connection with the Series A Amendment and the Series B Amendment, the Board of Directors of the Company has approved a one-time special cash dividend in the amount of $2.50 per share (the “Special Dividend”) on the Company’s 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) and the Company’s 7.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”). The Specia…

and 7.01, including the information incorporated herein from Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Other Events On April 8, 2025, Northpointe Bancshares, Inc. (the “Company”) announced the declaration of a quarterly cash dividend in the amount of $0.025 per share on its common stock. This dividend is payable May 2, 2025, to shareholders of record as of April 15, 2025. A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.1 and incorporated by reference herein.