Northpointe Bancshares, Inc. Form 8-K Filing

Northpointe Bancshares, Inc. has entered into a Subordinated Note Purchase Agreement for a $20.0 million issuance of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036. The notes were issued at face value and the proceeds will be used for general corporate purposes. The agreement includes customary representations, warranties, and covenants. The notes mature on March 15, 2036, and are redeemable starting March 15, 2031, or earlier under specific conditions. Interest is fixed at 7.50% until March 15, 2031, after which it becomes a floating rate based on SOFR plus 415 basis points. The notes were sold in a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. They are subordinated and intended to qualify as Tier 2 capital. The filing also incorporates by reference the Subordinated Note Purchase Agreement and the form of the Note.