Northpointe Bancshares Inc美股招股说明书(2025-02-14版)

10,420,000 Shares Common Stock This prospectus relates to the initial public offering of shares of voting common stock (our “commonstock” or “voting common stock”) of Northpointe Bancshares, Inc., a Michigan corporation and the bankholding company (“BHC”) for Northpointe Bank, a wholly-owned subsidiary and a Michigan non-memberbank (the “Bank”). We are offering 8,620,000 shares of our common stock in this offering. The selling stockholdersidentified in this prospectus are offering an additional 1,800,000 shares of our common stock in thisoffering. We and the selling stockholders will be selling the shares of our common stock at the same fixedprice. We will not receive any of the proceeds from the sale of the shares being sold by the sellingstockholders. Prior to this offering, there has been no public market for our common stock. The initial public offeringprice of our common stock will be $14.50 per share. We have been approved to list our common stock onthe New York Stock Exchange (the “NYSE”) under the symbol “NPB.” We believe that upon the completionof this offering, we will meet the standards for listing on the NYSE, and the completion of this offering iscontingent upon such listing. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012(the “JOBS Act”) and, as a result, may elect to comply with certain reduced public company reportingrequirements after the completion of this offering. See the section entitled “Implications of Being anEmerging Growth Company.” Investing in our common stock involves risks. See the section entitled “Risk Factors,” beginning on page25to read about factors you should consider before investing in our common stock. None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, theFederal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve Systemnor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy oradequacy of this prospectus. Any representation to the contrary is a criminal offense. These securities are not deposits, savings accounts or other obligations of any bank or savings associationand are not insured or guaranteed by the FDIC or any other governmental agency and are subject toinvestment risks, including the possible loss of the entire amount you invest. Sole Bookrunning Manager Keefe, Bruyette & WoodsA Stifel Company Co-Managers Janney Montgomery Scott Piper Sandler The date of this prospectus is February 13, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiINDUSTRY AND MARKET DATAiiiPROSPECTUS SUMMARY1SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA20RISK FACTORS25CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS51USE OF PROCEEDS54CAPITALIZATION55DILUTION56MARKET FOR COMMON STOCK AND DIVIDEND POLICY58MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS60BUSINESS87SUPERVISION AND REGULATION103MANAGEMENT116EXECUTIVE AND DIRECTOR COMPENSATION124CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS132PRINCIPAL AND SELLING STOCKHOLDERS135DESCRIPTION OF CAPITAL STOCK138SHARES ELIGIBLE FOR FUTURE SALE158MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS TO NON-U.S. HOLDERS160UNDERWRITING164LEGAL MATTERS170EXPERTS170WHERE YOU CAN FIND MORE INFORMATION170INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 ABOUT THIS PROSPECTUS In this prospectus, “we,” “our,” “us,” “Northpointe Bancshares” or “the Company” refers toNorthpointe Bancshares, Inc., a Michigan corporation, and our wholly-owned subsidiary, Northpointe Bank,a Michigan non-member bank, unless the context indicates that we refer only to the parent company,Northpointe Bancshares, Inc. In this prospectus, the “Bank” refers to Northpointe Bank, our bankingsubsidiary. You should rely only on the information contained in this prospectus or in any free writing prospectusthat we authorize to be distributed to you. Neither we, the selling stockholders nor any of the underwritershave authorized anyone to provide you with different or additional information other than what is containedin this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may havereferred you. Neither we, the selling stockholders nor the underwriters take responsibility for, or can provideany assurance as to the reliability of, any different or additional information that others may give you. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus is an offer to sell only the shares offered by this prospectus, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectusis accurate only as of the date of this prospectus, regardless of the time of the delivery of this prospectus orany sale of our common stock. Our business, growth prospects, financial condition, and results