March 14, 2025 Newswires

Federal Reserve Board Approves the Acquisition of Sterling Bank and Trust, F.S.B. by EverBank Financial Corp

Business Wire

Closing Date Set for April 1, 2025;

Sterling Bancorp, Inc. to Delist From Nasdaq Upon Completion of Sale

SOUTHFIELD, Mich.--(BUSINESS WIRE)--
Sterling Bancorp, Inc. (NASDAQ: SBT) (“Sterling” or the “Company”), the holding company of Sterling Bank and Trust, F.S.B. (the “Bank”), today announced the receipt of 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 the Bank to EverBank Financial Corp, a Delaware corporation (“EverBank”), which is the final regulatory approval needed to complete the sale transaction. The Company announced earlier today that EverBank had received regulatory approval for the transaction from the Office of the Comptroller of the Currency. In connection with the sale, the Company will receive a fixed purchase price of $261 million in cash pursuant to the definitive Stock Purchase Agreement by and among the Company, the Bank and EverBank, dated September 15, 2024.

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.

The Company also announced that, 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.

Consistent with the plan of dissolution adopted by the Company’s board of directors and approved by the Company’s shareholders (the “Plan of Dissolution”), the Company intends to close the record books of the Company as of the close of business on the closing date, and set the closing date as the record date for all distributions to shareholders pursuant to the Plan of Dissolution. Further information regarding distributions will be made available on or around the closing date.

About Sterling Bancorp, Inc.

Sterling Bancorp, Inc. is a unitary thrift holding company. Its wholly owned subsidiary, Sterling Bank and Trust, F.S.B., has primary branch operations in the San Francisco and Los Angeles, California metropolitan areas and New York City. Sterling offers a range of loan products as well as retail and business banking services. Sterling also has an operations center and a branch in Southfield, Michigan. For additional information, please visit the Company’s website at http://www.sterlingbank.com.

Forward-Looking Statements

This Press Release 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 Press Release 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, 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 Press Release 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 Press Release. 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.