On October 20, 2026, Northpointe Bancshares, Inc. (the “Company”), the holding company for Northpointe Bank (“the Bank”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 2.05 Costs Associated with Exit or Disposal Activities.
¶3
On October 18, 2026, the Boards of Directors of the Company and the Bank approved a plan to exit the Bank's distributed retail and consumer direct mortgage origination channels (the "Exit Plan"). As part of the Exit Plan, the Company and CMG Financial and its affiliates ("CMG") have entered into a non-binding letter of intent regarding the potential sale of those channels to CMG (the "Proposed Transaction").
The Exit Plan reflects the Company’s decision, given the current economic and operating environment and the continued evolution of mortgage distribution channels, to refocus its strategic priorities on the businesses in which it has the strongest competitive advantages, including its Mortgage Purchase Program, Specialty Servicing, and Digital Banking businesses. The Company expects to continue to close loans currently in process and to provide support to affected team members. Subject to the satisfactory completion of due diligence, the execution of a definitive agreement, and the satisfaction of customary closing conditions, the Company currently anticipates that the Proposed Transaction will close by the end of 2026.
¶4
The Company currently estimates restructuring charges of between $6 million and $7 million, comprised primarily of cash expenditures related to severance and employee transition related expenses, along with an impairment charge of approximately $800,000 on the remaining intangible asset associated with a previous mortgage team acquisition. The Company expects to realize the majority of these charges during the fourth quarter of 2026. This estimate of restructuring costs is based on a number of assumptions. Actual results may differ materially, and additional charges not currently expected may be incurred in connection with, or as a result of, the workforce reduction. As permitted by Item 2.05 of Form 8-K, the Comply will file an amendment to this report if charges and future cash payments differ materially from current estimates.
Item 7.01 Regulation FD Disclosure.
On October 20, 2026, the Company made available supplemental financial information containing additional information about the Company’s financial results for the quarter ended September 30, 2026. A copy of the supplemental financial information is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
Document NORTHPOINTE BANCSHARES, INC. REPORTS THIRD QUARTER 2026 RESULTS Announces Strategic Decision to Sell Distributed Retail and Consumer Direct Mortgage Origination Channels GRAND RAPIDS, MICHIGAN, October 20, 2026 – Northpointe Bancshares, Inc. (NYSE: NPB) ( “ Northpointe ” or the “ Company ” ), the holding company for Northpointe Bank (the "Bank"), today reported net income to common stockholders of $13.9 million, or $0.39 per diluted share, for the third quarter of 2026. This compares to $21.3 million, or $0.60 per diluted share, for the second quarter of 2026, and $20.1 million, or $0.57 per diluted share, for the third quarter of 2025.
Chief Executive Officer Commentary “Our core operating performance remained strong, led by continued growth in our Mortgage Purchase Program (MPP) business and the successful execution of an opportunistic balance sheet acquisition strategy during the quarter,” said Chuck Williams, Chairman and Chief Executive Officer. “Our third quarter financial results were negatively impacted by fair value declines driven by higher long-term interest rates and expenses associated with an isolated deposit fraud within our retail banking center, which we promptly addressed through strengthened procedures and additional controls.”
¶1
The Company also announced today it plans to sell the distributed retail and consumer direct mortgage origination channels to CMG Financial and its affiliates (“CMG”). The Company and CMG have entered into a non-binding letter of intent regarding the proposed transaction. Subject to the satisfactory completion of due diligence, execution of a definitive agreement and customary closing conditions, the Company anticipates the proposed transaction should close by the end of 2026.
“Given today’s economic and operating environment, and the continued evolution of the mortgage distribution channels, we are refocusing our strategic priorities where we have the strongest competitive advantages,” Williams continued. “This allows us to deepen client relationships, generate attractive portfolio assets, and grow relationship-based deposits, which we expect will improve operating leverage, capital efficiency and create a more robust, stable and scalable earnings profile.”
¶5
The Company currently estimates restructuring charges of between $6 million and $7 million, with the majority realized during the fourth quarter of 2026. Loans currently in process will continue to be closed, and the Company will provide support to the affected team members. Further details on the timing and anticipated restructuring charges, expense savings, and potential transaction will be provided on the Company’s earnings call on October 21, 2026.
“We believe CMG would be a strong home for our origination team and a constructive path for our customers, referral partners and team members,” Williams concluded. “We remain highly committed to the mortgage banking industry, and believe allocating capital and resources to our businesses with the strongest client relationships and balance sheet opportunities provide us the best path forward for long-term growth and shareholder returns.”
Northpointe Bancshares, Inc. Reports Third Quarter 2026 Results
• Current quarter results included two notable items:
• $9.3 million combined decrease in fair value of loans held for investment ( “ HFI ” ) and lender risk account ( “ LRA ” ), partially offset by a $5.0 million increase in fair value of mortgage servicing rights ( “ MSRs ” ), collectively driven by an increase in market interest rates.
¶6
• $3.1 million in operational losses within non-interest expense resulting from an isolated external deposit fraud incident within the retail banking center. The Company has notified its insurance carriers and plans to pursue all potential recoveries.
• Financial performance and profitability metrics:
• Return on average equity of 9.10%, compared to 14.36% in the prior quarter.
Northpointe Bancshares, Inc. Reports Third Quarter 2026 Results
October 20, 2026 3 of 19
¶8
• The Company’s Board of Directors increased its regular quarterly cash dividend to $0.03 per share, from $0.025 per share, payable on November 4, 2026, to stockholders of record as of October 15, 2026.
Net Interest Income Net interest income before provision was $43.7 million for the third quarter of 2026, an increase of $1.2 million compared to the second quarter of 2026. The linked quarter increase reflects a $157.0 million increase in average interest-earning assets partially offset by a 1 basis point decrease in net interest margin. As compared to the third quarter of 2025, net interest income before provision increased by $3.3 million, which was driven primarily by a $987.3 million increase in average interest-earning assets partially offset by a 15 basis point decrease in net interest margin.
¶9
Net interest margin was 2.32% for the third quarter of 2026, a decrease of 1 basis point compared to 2.33% in the second quarter of 2026 and a decrease of 15 basis points compared to 2.47% in the third quarter of 2025. The linked quarter decrease was driven primarily by a higher average cost of deposits, partially offset by higher average yields on loans and an improvement in the funding mix. The decrease compared to the prior year quarter was driven primarily by lower average yields on interest-earning assets, which outpaced the decrease in average rates paid on interest-bearing liabilities.
Average interest-earning assets at September 30, 2026 increased by $157.0 million from June 30, 2026 and by $987.3 million compared to September 30, 2025. The increases from both comparable periods reflect the strong growth in MPP and AIO loan balances, which are the portfolios the Company is focused on strategically growing, partially offset by continued run-off in the remainder of the loan portfolio.
Provision (Benefit) for Credit Losses The Company recorded total provision for credit losses (including both loans and unfunded commitments) of $845,000 in the third quarter of 2026 , compared to provision of $210,000 in the second quarter of 2026 and provision of $828,000 in the third quarter of 2025 . The Company ’ s quarterly provision (benefit) for credit losses reflects net loan charge-offs, along with factors such as loan growth, portfolio mix, reserves on individually evaluated loans, credit migration trends, and changes in the econo mic forecasts used in the credit models.
Non-interest Expense Non-interest expense was $36.1 million for the third quarter of 2026, an increase of $0.8 million compared to the second quarter of 2026 and an increase of $1.7 million compared to the third quarter of 2025.
Salaries and benefits expense decreased by $3.1 million on a linked quarter basis and decreased by $2.4 million compared to the third quarter of 2025. The linked quarter decrease was driven primarily by lower variable compensation on mortgage production, along with lower bonus and incentive compensation. The decrease compared to the prior year quarter was driven primarily by lower bonus and incentive compensation, lower base salaries and lower variable compensation on mortgage production.
¶7
Other non-interest expense increased by $3.8 million on a linked quarter basis and increased by $4.0 million compared to the third quarter of 2025. The increases from both comparable periods reflect the $3.1 million related to the isolated deposit fraud noted above.
Northpointe Bancshares, Inc. Reports Third Quarter 2026 Results
