UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 1830, ~~2024~~2025

STERLING BANCORP, INC.

(Exact name of registrant as specified in its charter)

Michigan		001-38290		38-3163775
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

One Towne Square, Suite 1900

Southfield, Michigan 48076

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 355-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	SBT	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Introductory~~Item ~~Note~~2.02. Results of Operations and Financial Condition.

AsOn ~~previously disclosed~~January 30, ~~on September 15~~2025, ~~2024,~~ Sterling Bancorp, Inc. (the “Company” ~~or “Sterling”~~) ~~entered~~issued ~~into~~ a ~~definitive Stock~~press ~~Purchase~~release ~~Agreement~~announcing ~~(the~~its ~~“Stock~~financial ~~Purchase~~highlights ~~Agreement”)~~for ~~by and among~~ the ~~Company,~~quarter ~~Sterling~~and ~~Bank~~year ~~and~~ended ~~Trust~~December 31, F2024.~~S.B.~~ ~~(the~~A ~~“Bank”)~~copy ~~and EverBank Financial Corp, a Delaware corporation (“EverBank”), pursuant to which EverBank will acquire all~~ of the ~~issued and outstanding shares of capital stock of the Bank from the~~ Company’s ~~(the~~press ~~“Transaction”) for~~release ais ~~fixed~~attached ~~purchase~~as ~~price~~Exhibit 99.1 ~~of $261,000,000~~ to bethis ~~paid~~Current toReport ~~the~~on ~~Company.~~Form 8-K Inand ~~connection~~is ~~with its approval of the Transaction, Sterling also~~incorporated ~~adopted~~by areference ~~Plan~~into ofthis ~~Dissolution~~Item ~~(“Plan of Dissolution”) for the Company following closing of the Transaction~~2.02.

The information provided in Item 52.0702 of this Current Report, including Exhibit 99.1, ~~Submission~~shall not be deemed to be “filed” for purposes of ~~Matters~~Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to athe ~~Vote~~liabilities of ~~Security~~that ~~Holders~~section.

(a)            On December 18, 2024, Sterling held a special meeting of shareholders virtually via the internet (the “Special Meeting”) at which the shareholders considered and voted upon (i) the Stock Purchase Agreement and the transactions contemplated thereby, including the sale of all of the issued and outstanding shares of capital stock of the Bank (the “Stock Purchase Agreement Proposal”), (ii) the Plan of Dissolution approved and adopted by the board of directors of the Company on September 15, 2024 (the “Plan of Dissolution Proposal”), and (iii) (on an advisory, nonFORWARD-~~binding~~LOOKING basis) the compensation that will or may be paid to the named executive officers of the Company in connection with the transactions contemplated by the Stock Purchase Agreement (the “Compensation Proposal”), each of which is more fully described in the Company’s proxy statement dated November 8, 2024.STATEMENTS

AThis Current ~~proposal~~Report on Form 8-K contains certain statements that are, or may be deemed to ~~adjourn~~be, “forward-looking statements” regarding the ~~Special~~Company’s ~~Meeting~~plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future. These forward-looking statements reflect our current views with respect to, ~~solicit~~among ~~additional~~other ~~proxies~~things, future events and our financial performance, including any statements ifthat ~~there~~refer ~~were~~to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. These statements are often, but not ~~sufficient~~always, ~~votes~~made atthrough the ~~time~~use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “attribute,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “goal,” “target,” “outlook,” and “would” or the ~~Special~~negative ~~Meeting~~versions of those words or other comparable words or phrases of a future or forward-looking nature, though the absence of these words does not mean a statement is not forward-looking. All statements other than statements of historical facts, including but not limited to ~~approve~~statements regarding expectations for the ~~Stock~~anticipated ~~Purchase~~sale ~~Agreement~~of the ~~Proposal~~capital stock of Sterling Bank & Trust, F.S.B. and the ~~Plan~~ensuing plan of dissolution, the economy and financial markets, credit ~~Dissolution~~quality, ~~Proposal~~the orregulatory ifscheme ~~adjournment~~governing ~~was~~our ~~necessary~~industry, competition in our industry, interest rates, our liquidity, our business and our governance, are forward-looking statements. We have based the forward-looking statements in this Current Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. These forward-looking statements are not historical facts, and they are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. There can be no assurance that future developments will be those that have been anticipated. We may not actually achieve the plans, intentions or ~~appropriate~~expectations disclosed in our forward-looking statements. Our statements should not be read to ~~ensure~~indicate that ~~any~~we ~~supplement~~have conducted an exhaustive inquiry into, or ~~amendment~~review of, all potentially available relevant information. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. The risks, uncertainties and other factors detailed from time to time in our public filings, including those included in the ~~proxy~~disclosures ~~statement~~under the headings “Cautionary Note ~~was~~Regarding ~~timely~~Forward-Looking ~~provided~~Statements” and “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2024, subsequent periodic reports and future periodic reports, could affect future results and events, causing those results and events to differ materially from those views expressed or implied in the Company’s ~~shareholders~~forward-looking statements. ~~was~~These risks are not ~~voted~~exhaustive. ~~upon~~Other atsections of this Current Report and our filings with the ~~Special~~Securities ~~Meeting~~and ~~since~~Exchange ~~neither~~Commission include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Current Report. Should one or more of the foregoing risks materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those ~~circumstances~~projected in, or implied by, such forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking ~~existed~~statements. atThe ~~the~~Company ~~time~~disclaims any obligation to update, revise, or correct any forward-looking statements based on the occurrence of future events, the ~~Special~~receipt ~~Meeting~~of new information or otherwise.

(b)            As of the close of business on November 4, 2024 (the “Record Date”), there were 51,061,386 shares of common stock outstanding and entitled to vote. Holders of a total of 37,858,157 shares of common stock were present at the Special Meeting in person or by proxy constituting a quorum.

Proposal 1—The Stock Purchase Agreement Proposal

VOTES FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
37,818,429		39,638		90		0

Proposal 2—The Plan of Dissolution Proposal

VOTES FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
37,818,561		39,596		0		0

Proposal 3— The Compensation Proposal

VOTES FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
35,051,032		2,558,808		248,317		0

Item 8.01. Other Events

On December 18, 2024, Sterling issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Description
99.1		~~Press~~Company ~~Release~~press release dated ~~December~~January 1830, ~~2024~~2025
104		Cover Page Interactive Data File. ~~(the~~The cover page XBRL tags are embedded inwithin the ~~Inline~~inline XBRL document (contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sterling Bancorp, Inc.

	By:	/s/ Karen Knott
		Karen Knott
		Chief Financial Officer

Date: ~~December~~January 1930, ~~2024~~2025

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