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): March 14, 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 Note

On March 14, 2025, Sterling Bancorp, Inc. (the “Company” or “Sterling”) announced that it had received regulatory approval from the Board of Governors of the Federal Reserve System of the Company’s sale of all of the issued and outstanding shares of capital stock of Sterling Bank and Trust, F.S.B. (the “Bank”) to EverBank Financial Corp, a Delaware corporation (“EverBank”), which is the final regulatory approval needed to complete the sale transaction. The Company previously announced that EverBank had received regulatory approval for the transaction from the Office of the Comptroller of the Currency. The Company and EverBank have agreed that the closing of the sale transaction will occur before the market opens on April 1, 2025, subject to the satisfaction of the remaining closing conditions, all of which are expected to be satisfied.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the receipt of all regulatory approvals required for the sale transaction, the Company will notify the Nasdaq Capital Market (“Nasdaq”) of the anticipated closing date and the Company’s intent to request that Nasdaq (i) suspend trading of the Company’s common stock prior to the opening of trading on the closing date and (ii) withdraw the Company’s common stock from listing on Nasdaq after the close of trading on the closing date. At that time, the Company will file with the SEC a notification on Form 25 of the delisting of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result, the Company intends that its common stock will no longer be listed on Nasdaq following the close of trading on the closing date.

Item 8.01. Other Events

On March 14, 2025, ~~Sterling Bancorp, Inc. (~~the “Company” ~~or “Sterling”)~~ issued a press release announcing the receipt of regulatory approval from the ~~Office~~Board of ~~the~~Governors ~~Comptroller~~ of the ~~Currency~~Federal ofReserve ~~the~~System ~~Company’s sale~~ of ~~all of~~ the ~~issued~~sale ~~and outstanding shares of capital stock of Sterling Bank and Trust~~transaction, ~~F.S.B. (the “Bank”) to EverBank Financial Corp, a Delaware corporation~~ ~~(“EverBank”). In connection with~~ the ~~sale,~~anticipated ~~the~~closing ~~Company~~date ~~will receive a fixed purchase price of $261 million in cash pursuant to the definitive Stock Purchase Agreement by~~ and ~~among~~ the ~~Company,~~notification ~~the Bank and EverBank, dated September 15, 2024. Completion of the sale transaction remains subject~~ to ~~the~~Nasdaq ~~satisfaction~~ of ~~the~~its ~~remaining~~intent ~~closing conditions, including receipt of regulatory approval from the Board of Governors of the Federal Reserve System. The closing of the sale transaction is expected~~ to ~~occur promptly following the expiration of all applicable waiting periods once such approval is received~~delist.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.		Description
99.1		Company press release dated March 14, 2025
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains certain statements that are, or may be deemed to be, “forward-looking statements” regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance, including any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “believe,” “expect,” “continue,” “will,” “estimate,” “intend,” “plan,” “anticipate,” and “would” or the negative 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 statements regarding the economy and financial markets, threatened litigation, credit quality, the regulatory scheme governing our 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 expectations disclosed in our forward-looking statements. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or 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 disclosures under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, ~~2024~~2025, 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 forward-looking statements. These risks are not exhaustive. Other sections of this Current Report and our filings with the Securities and Exchange 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 projected in, or implied by, such forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. The Company disclaims any obligation to update, revise, or correct any forward-looking statements based on the occurrence of future events, the receipt of new information or otherwise.

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: March 14, 2025

Filing Compare · Sterling Bancorp, Inc.