NORTHPOINTE BANCSHARES INC 8-K

What Happened
Northpointe Bancshares Inc. announced in an 8-K filed Dec. 31, 2025 that it completed the redemption of its outstanding 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock. The redemption was completed for an aggregate price of $77.0 million (the liquidation amount plus accrued and unpaid dividends). The company used net proceeds from the sale of its 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (sold Dec. 9, 2025), together with cash on hand, to fund the redemption.

Key Details

• Redeemed security: 8.25% Fixed-to-Floating Rate Non-Cumulative Perpetual Series A Preferred Stock.
• Aggregate redemption amount: $77.0 million (face liquidation amount plus accrued and unpaid dividends).
• Funding: Net proceeds from sale of 7.50% Fixed-to-Floating Rate Subordinated Notes due 2035 (issued Dec. 9, 2025) plus cash on hand.
• Filing and signature: Form 8-K filed Dec. 31, 2025; signed by Bradley T. Howes, EVP & CFO.

Why It Matters
This action removes the Series A perpetual preferred shares from Northpointe’s capital structure and ends the company’s obligation to pay future dividends on those preferred shares. The redemption was financed by issuing subordinated notes and cash, which changes the mix of the company’s capital (preferred equity replaced in part by subordinated debt). Investors should note the change in obligations and capital instruments (preferred vs. subordinated notes) when evaluating dividend exposure, interest expense, and regulatory capital structure.