SecProbe.io

January 16, 2025
Charles A. Williams
Chief Executive Officer
Northpointe Bancshares, Inc.
3333 Deposit Drive Northeast
Grand Rapids, MI 49546
Re:Northpointe Bancshares, Inc.
Draft Registration Statement on Form S-1
Submitted December 20, 2024
CIK No. 0001336706
Dear Charles A. Williams:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please disclose on the cover page, and as appropriate throughout the registration
statement, if your offering is contingent on receipt of certification to list on the NYSE.
In addition, clarify when you expect to apply to list on the NYSE.
2.We note your statement that you "have not independently verified" publications,
research, surveys and studies conducted by third parties, and investors are "cautioned
not to give undue weight to such information, estimates or projections." Such
statement may imply an inappropriate disclaimer of liability for such third-party
information. Please revise to remove any implication that investors are not entitled to
rely on information in your registration statement.

January 16, 2025
Page 2
3.We note your placeholder for the initial public offering price on the cover page,
indicating a bona fide estimate of the range of the maximum offering price. However,
the cover page does not include any price disclosure for the selling shareholders.
Please tell us whether the selling shareholders plan to sell their shares at a fixed price,
and if so, please confirm that you will specify prior to effectiveness the fixed price at
which or price range within which selling shareholders will sell their shares and revise
the cover page as applicable. Refer to Item 501(b)(3) of Regulation S-K. In the
alternative, please confirm that the selling shareholders will not make any sales until
the shares are listed on the NYSE, and revise the cover page to clarify that such
selling shareholders will sell their shares at prevailing market prices once trading of
your common stock begins.
4.We note that on the cover page and elsewhere throughout the registration statement,
you state that you and the selling shareholders will be offering shares of your common
stock. We further note your disclosure on page 133 that you have both "voting" and
"non-voting" common stock. Please revise your disclosure on the cover page and
elsewhere as appropriate to clarify which type of common stock is being offered.
5.Please state the nature of the underwriting on the cover page and elsewhere as
applicable.
Retail Banking, including Residential Lending and our All-in-One ("AIO") Loan, page 3
6.We note your disclosure that AIO loans have variable payments based on upon
average daily balance. Please revise to clarify if these loans require a monthly
payment and to clarify the typical expected contractual maturity term.
7.We note your disclosure that AIO loans include the daily sweep of funds from a
deposit checking account to paydown the AIO loan balance when funds are deposited
or are not needed.  Please revise to provide additional information regarding this
sweep including whether you typically sweep the entire balance of the deposit
checking account and how you determine whether funds in the deposit account “are
needed.”  Additionally, clarify why an AIO borrower would use the “linked-account
as their primary bank account” if any balance is swept on a daily basis to pay down an
AIO loan which would appear to reduce a borrower's liquidity.
Positioned for Forecasted Growth within a Highly Fragmented Industry, page 6
8.Please balance your discussion with disclosure from the later part of the second full
paragraph on page 9. For example, you state,  "Our latest 12 months of retail
production was $2.1 billion, which is below our peak of $7.4 billion realized in 2021."
While you indicate that you are positioned for forecasted growth if mortgage rates
decline, there is no guarantee that this will happen as recent rates have increased.
Liquidity risks could affect operations, page 25
9.Please revise the heading and the first paragraph to indicate that deposits are your
primary source of funding and that the deposits substantially consist of brokered
deposits.

January 16, 2025
Page 3
We depend on the accuracy and completeness of information, page 28
10.Please include disclosure relating to your process for verifying that information
provided to you is accurate.
Noninterest income, page 65
11.We note your disclosure of a decrease in level of residential mortgage originations
sold in 2023 as compared to 2022 which is consistent with the loans sold information
presented in the operating section of your statements of cash flows on page F-7. We
also note an increase in gain on sale of loans in 2023 as compared to 2022. Please
revise to provide additional information to allow an investor to understand the
underlying drivers of the increased gains on sale considering the significant decrease
in this activity in 2023. Refer to Item 303 of Regulation S-K and Section III.D of SEC
Release No. 33-6835.
Nonperforming assets, page 73
12.Please revise your disclosure to provide a discussion of the factors that drove the
material changes in your nonaccrual loans. Refer to Item 1405(b) of Regulation S-K.
13.Your disclosure of the ratio of Allowance for Credit Losses to Nonaccrual loans of
578.60% as of September 30, 2024 appears to be calculated inconsistent with the
description, as the 578.60% appears to be calculated as the ratio of Nonaccrual loans
(i.e., $70,705 thousand) to the Allowance for Credit Losses (i.e., $12,220 thousand). If
true, please revise as needed to ensure the description is consistent with the
calculation here and on page 28 for all periods presented. Additionally, please ensure
you disclose the ratio required by Item 1405(a)(3) of Regulation S-K.
Liquidity, page 82
14.Please revise to clarify how funding your mortgage warehouse loans is an additional
source of liquidity.
Business
Our Operating Strategies; Competitive Advantages, page 91
15.You state that you "utilize a dynamic just-in-time funding model that sources deposits
in amounts that satisfy [y]our daily, weekly, monthly and quarterly funding needs of
[y]our loan production pipeline." Please revise your disclosure to provide additional
detail regarding your just-in-time funding model and its ability to quickly fulfill your
funding needs.
Principal and Selling Stockholders, page 130
16.Please revise to identify the natural persons who have or
share voting and/or dispositive powers over the shares held by each Castle Creek
Capital Partners VII, LP and Castle Creek Capital Partners VI, LP.
17.Please revise your disclosure here to identify the selling shareholders and provide all
the appropriate information required by Item 507 of Regulation S-K.

January 16, 2025
Page 4
Consolidated Balance Sheets, page F-3
18.We note your preferred stock has no par value and you present the entire amount in
additional paid in capital. Please tell us how you considered whether you should
present the value of preferred stock separately in the equity section of your Balance
Sheet and Statement of Changes in Stockholders’ Equity. Please cite any guidance
considered.
            Please contact Mengyao Lu at 202-551-3471 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please contact Robert Arzonetti at 202-551-8819 or Todd Schiffman at 202-551-
3491 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:David Park