IPO - NORTHPOINTE BANCSHARES INC

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Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Ipo

Type: New

Accession Number: 000162828025015483

Filing Summary: NORTHPOINTE BANCSHARES INC has filed its annual report for the fiscal year ending on December 31, 2024. The report details the company's financial performance, including revenue growth and net income figures. Noteworthy mentions include significant investments in technology and infrastructure improvements aimed at enhancing operational efficiency. Additionally, there are disclosures regarding the projected impact of recent market trends and potential economic factors influencing the business environment. The company has also outlined its strategic plans related to customer engagement and product offerings. Furthermore, there is a discussion on regulatory compliance and risk management strategies. The document also highlights plans for an upcoming IPO scheduled for February 14, 2025, which aims to raise additional capital for future expansion and operational initiatives.

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Form Type: 424B4

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: New

Accession Number: 000110465925014328

Filing Summary: Northpointe Bancshares, Inc. is conducting an initial public offering (IPO) of 10,420,000 shares of common stock at an initial price of $14.50 per share, aiming to list on the New York Stock Exchange under the symbol 'NPB'. The offer comprises 8,620,000 shares from the company and an additional 1,800,000 shares from selling stockholders. The company will not receive proceeds from the shares sold by the selling stockholders. Prior to this offering, there has been no public trading market for these shares. The total estimated proceeds before expenses for the company are approximately $116.9 million, while the selling stockholders expect to raise about $24.4 million. The offering is planned to close around February 18, 2025, contingent upon listing approval on the NYSE. The prospectus includes sections on risk factors, financial data, and discussion of growth strategies, emphasizing that the company is classified as an 'emerging growth company’ under the JOBS Act, allowing for reduced disclosure requirements.

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Additional details:

Initial Public Offering Price: $14.50


Total Proceeds To Us: $116,865,650


Total Proceeds To Selling Stockholders: $24,403,500


Underwriting Discounts And Commissions: $9,820,850


Offering Size: 10,420,000 shares


Underwriters: Keefe, Bruyette & Woods, Piper Sandler, Janney Montgomery Scott


Form Type: 8-A12B

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000110465925011697

Filing Summary: Northpointe Bancshares, Inc. is filing this Form 8-A12B for the registration of its common stock under Section 12(b) of the Securities Exchange Act of 1934. The common stock is intended to be listed on the New York Stock Exchange, and this filing is a critical step in the process of going public. The description of the company's common stock refers to details included in a prior Registration Statement (File No. 333-284419) that was initially filed on January 23, 2025. Additionally, no other securities of the company are listed, hence no exhibits were required to be filed with this registration. The document is signed by Charles A. Williams, the Chairman and CEO.

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Additional details:

Title Of Each Class: Common Stock, no par value per share


Name Of Each Exchange: New York Stock Exchange LLC


Securities Act Registration Statement File Number: 333-284419


Form Type: CORRESP

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: New

Accession Number: 000110465925011464

Filing Summary: Northpointe Bancshares, Inc. has filed a request with the U.S. Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form S-1 (File No. 333-284419). The company seeks for the Registration Statement to become effective on February 13, 2025, at 4:00 PM Eastern Standard Time, or as soon as practicable thereafter. The correspondence is directed to several SEC officials and includes a contact for further confirmation once the statement is effective. The filing indicates the company is progressing towards an initial public offering.

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Additional details:

Rule 461 Request: effective date acceleration request


Registration Statement: Form S-1


Registration File No: 333-284419


Requested Effective Date: 2025-02-13


Contact Person: David Park


Contact Phone: 404-881-7411


Form Type: CORRESP

Filing Date: 2025-02-11

Corporate Action: Ipo

Type: New

Accession Number: 000110465925011473

Filing Summary: Northpointe Bancshares, Inc. has requested the acceleration of the effective date of its Registration Statement on Form S-1, which is filed under File No. 333-284419. The acceleration is requested for February 13, 2025, at 4:00 PM Eastern Time. This request is in accordance with Rule 461 of the Securities Act of 1933. The company provided details regarding the distribution of its preliminary prospectus dated February 6, 2025, indicating that it was distributed to three prospective underwriters and approximately 710 prospective investors, along with summaries about compliance with regulatory rules related to the distribution of prospectuses.

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Additional details:

Requested Date: 2025-02-13

Requested Time: 16:00

Number Of Prospectuses Furnished: 710

Number Of Prospectuses Distributed: 25

Number Of Prospective Underwriters: 3


Form Type: S-1/A

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: New

Accession Number: 000110465925010247

Filing Summary: Northpointe Bancshares, Inc. is filing Amendment No. 2 to its Form S-1 registration statement for an initial public offering (IPO) of its common stock. The company, headquartered in Grand Rapids, Michigan, operates primarily through its subsidiary Northpointe Bank, providing a range of banking services. This IPO includes the offering of 7,352,942 shares by the company and an additional 1,470,590 shares from selling stockholders, with a proposed initial public offering price set between $16.00 and $18.00 per share. The firm aims to list its common stock on the New York Stock Exchange under the symbol 'NPB'. As of the date of this filing, Northpointe reported assets of $5.4 billion and has originated over $190 billion in home loan financings in the past decade. The prospectus highlights the company's position as an emerging growth company under the JOBS Act, allowing it to comply with reduced reporting requirements and adjust certain financial standards. The company aims to leverage its specialized business lines in mortgage lending and deposit banking to drive future profitability and growth.

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Additional details:

Business Description: Northpointe Bancshares operates mainly through its subsidiary, Northpointe Bank, offering various banking services, primarily in mortgage lending and digital deposit banking.


Shares Offered: 8,823,532 shares (7,352,942 by the company and 1,470,590 by selling stockholders)


Offering Price Range: Expected between $16.00 and $18.00 per share


Proceeds Use: Northpointe will not receive any proceeds from the shares sold by selling stockholders.


Total Assets: $5.4 billion


Total Loans: $4.8 billion


Total Deposits: $3.5 billion


Stockholders Equity: $454.8 million


Historical Growth: Raised over $38 million in common equity and $220 million of preferred equity and debt capital since 2018.


Special Note: Company qualifies as an 'emerging growth company' under the JOBS Act, allowing it to utilize certain reporting exemptions.


Form Type: S-1/A

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: New

Accession Number: 000110465925008712

Filing Summary: Northpointe Bancshares Inc. is filing an Amendment No. 1 to its Form S-1 registration statement with the Securities and Exchange Commission, aiming to conduct an initial public offering of its common stock. The company, a bank holding entity based in Grand Rapids, Michigan, plans to offer shares of its voting common stock alongside offerings from selling stockholders. For the IPO, it is estimated that the initial public offering price could range significantly per share, subject to market conditions. There has been no previous public market for the company’s stock, and the completion of the offering hinges on successfully securing a listing on the New York Stock Exchange under the symbol 'NPB'. Additionally, Northpointe Bancshares is classified as an 'emerging growth company', allowing it to take advantage of reduced financial reporting requirements as established under the JOBS Act. The company's business primarily revolves around a unique mortgage lending methodology, providing a suite of financial services to clients nationwide via its subsidiary, Northpointe Bank. With approximately $5.4 billion in assets, the bank promotes specialized services such as mortgage warehouse lending, digital banking, and various residential loan products. The filing stresses the strategic position and intended use of proceeds from the offering, indicating readiness to adapt to industry dynamics and potential for growth.

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Additional details:

Cik: 0001745228


Business Description: Bank holding company

Primary Sic Code: 6022


Registration Statement No: 333-284419


Contact Address: 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546


Contact Phone: (616) 940-9400


Underwriter: Keefe, Bruyette & Woods, A Stifel Company


Form Type: CORRESP

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: Update

Accession Number: 000110465925008740

Filing Summary: On February 3, 2025, Northpointe Bancshares, Inc. submitted a response to the U.S. Securities and Exchange Commission regarding comments received on their Registration Statement on Form S-1 filed on January 23, 2025. The company addressed several comments from the SEC Staff related to the initial public offering. Key revisions included clarifying that both the company and the selling shareholders would sell shares at the same fixed price, as well as detailing the terms of principal repayments for All-in-One loans. Further adjustments were made to address the effects of recent increases in mortgage rates on forecasted growth and to identify managing principals of certain investment partnerships. The company ensured that all necessary disclosures regarding revenue recognition and exhibit indexing were provided. These updates refine the clarity and completeness of their registration statement in anticipation of the IPO.

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Additional details:

Comment Number: 1

Response Selling Shareholders Fixed Price: The Company and the selling shareholders will be selling at the same fixed price.


Comment Number: 2

Response Aio Loans Terms: Clarified the terms of principal repayments over the contractual maturity term for AIO loans.


Comment Number: 3

Response Mortgage Rates Effect: Discussed the effect of increased mortgage rates on forecasted growth.


Comment Number: 4

Response Managing Principals Identified: Identified managing principals of Castle Creek Capital Partners VII, LP and VI, LP.


Comment Number: 5

Response Revenue Recognition Revisions: Revised disclosures to clarify the presentation of loan servicing fees and related gains.


Comment Number: 6

Response Exhibit Index Revisions: Revised the Exhibit Index to clarify that no exhibits or schedules have been omitted.


Form Type: S-1

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000110465925005318

Filing Summary: Northpointe Bancshares, Inc. is filing a Form S-1 registration statement for its initial public offering (IPO) of common stock. As of January 22, 2025, the company intends to raise funds through the sale of its common stock, which has not previously been publicly traded. This prospectus outlines the details of the offering, including the estimated price range per share and the total number of shares to be offered, although specific numbers are not finalized. The company plans to list its shares on the New York Stock Exchange under the symbol 'NPB'. The prospectus highlights the company’s background, operational focus as a bank holding company engaged primarily through its subsidiary, Northpointe Bank, and its evolution as a mortgage portfolio lender. Key strengths include a digital banking presence, extensive market experience, and strategic positioning to capitalize on future growth opportunities amid market uncertainties. It elaborates on the company’s business model, risk factors involved in investing, and competitive advantages in the mortgage lending domain, including details on its significant historical financial performance and future profitability goals. The offering is underwritten and is a firm commitment offering, with potential additional shares for underwriting. The regulatory approval process and compliance measures regarding the SEC and other financial regulations are also outlined, emphasizing the emerging growth company status and the reduced reporting requirements available to it under the JOBS Act.

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Additional details:

Name Of Registrant: Northpointe Bancshares, Inc.


State Of Incorporation: Michigan


Primary Standard Industrial Classification Code: 6022


Irs Employer Identification Number: 38-3413392


Address Of Principal Executive Offices: 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546


Agent For Service Name: Kevin J. Comps


Agent For Service Address: 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546


Initial Public Offering Price Range: unknown


Business Description: Bank holding company primarily operating through Northpointe Bank, offering nationwide mortgage, digital deposit banking, and custodial services.


Financial Highlights: {"assets":"$5.4 billion","gross_loans":"$4.8 billion","deposits":"$3.5 billion","stockholders_equity":"$454.8 million"}


Form Type: CORRESP

Filing Date: 2025-01-22

Corporate Action: Ipo

Type: Update

Accession Number: 000110465925005323

Filing Summary: Northpointe Bancshares, Inc. provides a detailed response to comments from the U.S. Securities and Exchange Commission (SEC) regarding its Draft Registration Statement on Form S-1. The company confirms that its initial public offering (IPO) will require certification for listing on the NYSE, with an application expected by January 28, 2025. Key revisions include clarification that the offering is contingent on NYSE certification, and that shares will be sold at a fixed price by both the company and selling shareholders. The document addresses various SEC comments on disclosure practices, including the type of common stock being offered (voting common stock), the underwriting nature as a firm commitment, and adjustments in the description of loan products and risk factors. It also emphasizes transparency regarding nonperforming assets and the processes for verifying information provided to the Company.

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Additional details:

Comment Number: 1

Disclosure Change: Offering contingent on NYSE listing certification, application expected January 28, 2025.


Comment Number: 2

Disclosure Change: Removed implication that investors are not entitled to rely on third-party information.


Comment Number: 3

Disclosure Change: Selling shareholders will sell shares at a fixed price and specify the range prior to effectiveness.


Comment Number: 4

Disclosure Change: Clarified that the offering is for voting common stock.


Comment Number: 5

Disclosure Change: The offering will be a firm commitment underwritten offering.


Form Type: DRS

Filing Date: 2024-12-20

Corporate Action: Ipo

Type: New

Accession Number: 000110465924130825

Filing Summary: Northpointe Bancshares, Inc. is initiating its initial public offering (IPO) by submitting a draft registration statement to the U.S. Securities and Exchange Commission (SEC). The company aims to sell shares of its common stock to the public and has indicated an approximate date for the sale to commence as soon as the registration statement becomes effective. The IPO will involve shares offered by both the company and selling stockholders, with the company not receiving proceeds from the shares sold by selling stockholders. The document outlines the company's financial standing, which includes $5.4 billion in assets, $4.8 billion in gross loans, and $3.5 billion of deposits as of September 30, 2024. It highlights Northpointe Bancshares' operations through its wholly-owned subsidiary, Northpointe Bank, and its specialized services in mortgage banking and digital banking, asserting that the firm stands well-positioned for future growth despite current market conditions. The professionalism and scale of its operations in the mortgage sector are emphasized, with a focus on their proprietary technology and unique approaches to customer service. The company is classified as an emerging growth company, allowing it certain reporting exemptions, and looks to list its shares on the New York Stock Exchange under the symbol 'NPB.' The document warns potential investors about the risks involved and advises careful consideration of the investment.

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Additional details:

Registration Number: 333-

Primary Industry Code: 6022

Irs Employer Identification Number: 38-3413392

Address: 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546

Agent Name: Kevin J. Comps

Agent Address: 3333 Deposit Drive Northeast, Grand Rapids, Michigan 49546

Underwriters: ["Keefe, Bruyette & Woods"]

Estimated Offer Price Range: between $ and $

Prospectus Date: 2025-

Shares Offered By Company: shares

Additional Shares Offered: shares


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