Northpointe Bancshares, Inc. ($NPB)

Good afternoon. My name is Chuck Williams, and I'm the Chairman and Chief Executive Officer of Northpointe Bancshares, Inc. I will be presiding over today's virtual annual meeting. On behalf of our company, I would like to welcome you to the 2026 Annual Meeting of Stockholders of Northpointe Bancshares, Inc. In fairness to all stockholders in attendance and in the interest of an orderly meeting, we ask that you honor the following rules of conduct. Only shareholders of record of March 19, 2026, or their proxy holders may participate in the meeting. All questions should be raised when we open the lines for questions. Each attendee is limited to a total of no more than 2 questions or comments, no more than one of which may be on a single topic. Questions or comments must not exceed 2 minutes in length. No nomination of directors or presentation of new business will be accepted from the floor. The question-and-answer period for each proposal will be limited to a maximum of 15 minutes. Please do not speak while somebody else is speaking. Please keep your line on mute while you are not speaking. The views and comments of all shareholders are welcome. However, the purpose of the annual meeting will be observed, and we will not address questions that are irrelevant to the business of the company or the conduct of its operations, derogatory references that are not in good taste, unduly prolonged longer than 1 minute, substantially repetitive statements made by other shareholders or discussions related to personal grievances. As the meeting is by phone, I will take a formal roll call. Let's begin by introducing the directors of the company in attendance. With us today are Board members, Carrie L. Boer, Raj Chaudhary, Robert W. De Vlieger, Jeff Dean, Bruce Edger, John Eggemeyer, Rodney Hood, David Hooker, David Lawrence, John Tuttle. Also present with us today are the following executive officers of the company; Kevin Comps, our President; Brad Howes, our CFO; David Crystal, our President of Mortgage Warehouse Lending; Amy Butler, our EVP of National Sales. Additionally, Bryan Barker will be serving as the Inspector of Elections at this annual meeting. Finally, we are remotely present -- we have remotely present with us today, Pat Molloy and Brynn McMullan of RSM US LLP, our independent auditors. At this time, I would like to call the annual meeting to order. I will serve as Chairman of today's meeting, and Kevin Comps will act as Secretary of the meeting. We will conduct the business portion of the meeting first, during which our stockholders will vote upon the matters listed in the previous distributed proxy materials. Following the formal portion of the meeting, there will be an opportunity to discuss the company's affairs with management. This brings us to the determination of a quorum. Our bylaws provide that the present in person or by proxy of the majority of shares of stock issued and outstanding on the record date constitutes a quorum. As previously noted, all stockholders of record as of March 19, 2026, are entitled to vote at this annual meeting. As of March 19, 2026, there are 34,494,116 shares entitled to vote at this meeting. Bryan Barker has been appointed as the Inspector of Election for this meeting. In his possession is a certified list of the stockholders as of March 19, 2026, the record date of this meeting. This list, along with an affidavit of the mailing of the notice of the meeting and the accompanying proxy materials and annual report are available for any interested stockholder. Mr. Barker, do we have a quorum?

Yes, we do. The preliminary tabulation shows that more than a majority of our outstanding shares entitled to vote are represented in person or by proxy as of the record date, March 19, 2026. Therefore, a quorum is deemed to be present.

Thank you, Bryan. The meeting is now open for the transaction of business. We will proceed with voting on the matters described in the proxy statement to be acted upon in this meeting. All stockholders entitled to vote at this meeting have the ability to do this via telephone conference after the presentation of all proposals. If you are a stockholder entitled to vote and have not voted or you would like to change your previously cast vote, please do so when we open the line for voting. I will call each stockholder by the control number to solicit your vote if the stockholder indicated their intent to vote at the meeting, which we do not believe we have any. We will then allow any stockholder in attendance who previously voted by proxy the opportunity to change his or her vote. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide a preliminary report. The business has come before the meeting to be considered the 2 proposals in the proxy statement. The first proposal is to elect 8 directors to serve until 2027 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The nominees are as follows; Charles A. Williams, Carrie L. Boer, Raj Chaudhary, Robert W. De Vlieger, Rodney E. Hood, David S. Hooker, David F. Lawrence, and John Tuttle. This is Proposal 1 in the proxy statement. Director nominees are elected by a plurality of the votes cast. The Board recommends a vote for each of these directors. The second proposal is to ratify the appointment of RSM US LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. This is a proposal 2 in the proxy statement. The Board recommends you vote for RSM to serve as the company's independent registered public accounting firm for the year ending December 31, 2026. We will now open the floor to questions from shareholders regarding the proposals. Please limit your comments and questions to the 2 proposals discussed. We remind you to please be respectful and follow the rules of conduct from the beginning of the meeting, including civility and limiting your questions to no more than 1 per topic and 2 in total. If you violate the rules of conduct, we may mute your line or mute you from the meeting.

First, are there any questions or comments on Proposal 1? Hearing none, we will move on to discussing the next proposal. Is there any questions or comments on Proposal 2? Hearing none, we will move on to voting. [Voting]

We will now provide a moment to collect votes from any stockholder who wishes to vote today. Any stockholder who hasn't yet voted or wishes to change their vote may do so when called upon. Stockholders who have sent in proxies or voted via proxy and do not want to change their vote do not need to take any further action. I will call each stockholder by the control number to solicit your vote if the stockholder indicated their intent to vote at this meeting, which we do not believe that we have any. I will open the floor to allow anyone who previously submitted a proxy a chance to change his or her vote. For Proposal 1, election of the directors, please reply for or withhold and indicate any proposed director from whom you would like to withhold your vote. For Proposal 2, please reply for or against or abstain. If there is anyone else, I have not called upon who either has or not yet voted or wishes to cast a vote. The polls will close shortly. So if you have not voted, please speak up now. Since everyone has had the opportunity to vote, it is now 1:10 p.m., and the polls are closed. At this time, we will pause to permit the secretary to tabulate the votes with respect to the proposals.

Thank you, Chuck. I offer the following report. With respect to Proposal 1, the proposal to elect 8 directors to serve on the Board of Directors until 2027 Annual Meeting of Stockholders. I am pleased to report that each director received a plurality of the votes cast, and therefore, the proposal is considered approved. With respect to Proposal 2, the proposal to ratify the appointment of RSM US LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026, I am pleased to report the proposal received the affirmative vote of a majority of the shares cast in person or represented by proxy, and therefore, the proposal to ratify this appointment is considered approved. This concludes my report on the tabulation of the votes for this stockholder meeting.

Thank you. I declare the proposal to elect 8 directors to serve on the Board of Directors until 2027 Annual Meeting of Stockholders and the proposal to ratify the appointment of RSM US LLP as the company's independent registered public accounting firm for the fiscal year 2026, have each been approved. The specific voting results for each of the proposals will be available from us after this meeting. Thank you all very much for your participation. With that, I will now -- I will also adjourn the formal business portion of the meeting. I will now open the floor to questions. Please remember to follow the rules of conduct, especially regarding the time limit. Okay. Hearing none, thank you for attending the 2026 Annual Meeting of Stockholders and for your support for the company. There being no further business, I declare the meeting adjourned.