---
schema_version: "secwatch.filing_event.v1"
accession: "0001336706-25-000012"
form_type: "8-K"
ticker: "NPB"
cik: "0001336706"
company_name: "NORTHPOINTE BANCSHARES INC"
filed_at: "2025-12-09T23:59:59+00:00"
generated_at: "2026-05-16T13:46:28.633910+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Northpointe Bancshares closes $70M subordinated note offering to redeem 8.25% preferred stock

## Summary
- Issued $70M in 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 to institutional buyers.
- Interest fixed at 7.50% through Dec 15, 2030, then resets quarterly to SOFR + 424 bps.
- Proceeds (plus cash on hand) will redeem all outstanding 8.25% Series A Perpetual Preferred Stock on Dec 30, 2025.
- Notes structured to qualify as Tier 2 regulatory capital; Piper Sandler and KBW acted as placement agents.

## SEC filing metadata
- accession: 0001336706-25-000012
- form_type: 8-K
- ticker: NPB
- cik: 0001336706
- company_name: NORTHPOINTE BANCSHARES INC
- filed_at: 2025-12-09T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1336706/000133670625000012/0001336706-25-000012-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1336706/000133670625000012/npb-20251209.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001336706-25-000012
- JSON: https://secwatch.observer/filing/0001336706-25-000012.json
- Plain text: https://secwatch.observer/filing/0001336706-25-000012.txt

## Key facts
- Debt Financings
  NORTHPOINTE BANCSHARES INC incurred senior notes of $70.0 million at 7.50% per annum maturing December 15, 2035.
  - Instrument: senior notes
  - Principal: $70.0 million
  - Rate: 7.50% per annum
  - Maturity: December 15, 2035
  - Event: incurrence
  source text: the Company sold and issued $70.0 million in aggregate principal amount of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336706/000133670625000012/0001336706-25-000012-index.htm
- Material Agreements
  NORTHPOINTE BANCSHARES INC entered into Subordinated Note Purchase Agreement with certain institutional accredited investors and qualified institutional buyers valued at $70.0 million in aggregate principal amount (effective 2025-12-09).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain institutional accredited investors and qualified institutional buyers
  - Value: $70.0 million in aggregate principal amount
  - Effective: 2025-12-09
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1336706/000133670625000012/0001336706-25-000012-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.