Company Description
Sterling Bancorp, Inc. (NASDAQ: SBT) has historically operated in the finance and insurance sector as a unitary thrift holding company for Sterling Bank and Trust, F.S.B. The Bank has offered a range of loan products along with retail and business banking services, placing Sterling within the savings institutions segment of the financial industry.
According to company disclosures, Sterling Bank and Trust, F.S.B. has maintained primary branch operations in the San Francisco and Los Angeles metropolitan areas in California and in New York City, with an operations center and a branch in Southfield, Michigan. These branch and operations locations have supported its lending and deposit activities, including residential and commercial real estate lending and deposit gathering.
On September 15, 2024, Sterling Bancorp, Inc., Sterling Bank and Trust, F.S.B., and EverBank Financial Corp entered into a definitive stock purchase agreement for EverBank to acquire all of the issued and outstanding shares of capital stock of the Bank for a fixed cash consideration of $261 million. In connection with this agreement, Sterling’s board of directors unanimously approved a Plan of Dissolution for Sterling Bancorp, Inc. under Michigan law following the closing of the sale of the Bank.
Shareholders of Sterling Bancorp, Inc. subsequently approved both the sale of the Bank to EverBank Financial Corp and the Plan of Dissolution at a special meeting held on December 18, 2024. The company later received regulatory approvals from the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System for the sale of the Bank to EverBank.
The sale of all of the issued and outstanding shares of capital stock of Sterling Bank and Trust, F.S.B. to EverBank Financial Corp closed effective April 1, 2025. Immediately following the effectiveness of the sale transaction, the Bank was merged with and into EverBank, National Association, with EverBank, National Association as the surviving bank. Following the merger, the separate corporate existence of Sterling Bank and Trust, F.S.B. ceased, and all branches of the Bank other than its Michigan branch were to open as EverBank branches on April 1, 2025. The Bank’s Michigan branch was closed effective as of the close of business on March 31, 2025.
In connection with the closing of the sale of the Bank, Sterling Bancorp, Inc. announced that it would request that its common stock be delisted from the Nasdaq Capital Market and that trading in its common stock be suspended. The company filed a Form 25 with the Securities and Exchange Commission to delist its common stock from trading on the Nasdaq Capital Market. Sterling also indicated that it expects to file a Form 15 with the SEC in order to suspend its periodic reporting obligations under the Securities Exchange Act of 1934.
On April 1, 2025, Sterling Bancorp, Inc. filed a certificate of dissolution with the Michigan Department of Licensing and Regulatory Affairs in order to wind down and dissolve the company in accordance with Michigan law and the previously approved Plan of Dissolution. The company’s board of directors declared an initial liquidating distribution pursuant to the Plan of Dissolution and set April 1, 2025 as the record date for all liquidating distributions to shareholders.
As described in its public communications, Sterling Bancorp, Inc. intends to complete the wind down of the company, pay or provide for its creditors and existing and reasonably foreseeable debts, liabilities and obligations in accordance with Michigan law and the Plan of Dissolution, and then make a final cash distribution to shareholders, subject to the resolution of these matters. Following the initial liquidating distribution, the company has stated that it will retain cash to fund the wind down and address potential liabilities, including those related to previously disclosed demand letters.
Before the sale of the Bank and adoption of the Plan of Dissolution, Sterling Bancorp, Inc. reported financial results that reflected its activities as a thrift holding company. Its disclosures for 2024 included information on net interest income, net interest margin, loan portfolio composition, deposit base, asset quality metrics, and capital ratios. The company has noted that its subsidiary bank’s operations included residential real estate loans, commercial real estate loans, and deposit products such as money market, savings, NOW, time deposits and noninterest-bearing deposits.
Historically, Sterling Bank and Trust, F.S.B. has been associated with residential mortgage lending and commercial real estate lending, and has provided both retail and business banking services in its primary markets. Sterling has also discussed managing its deposit base through competitive interest rates and maintaining liquidity and capital levels that meet regulatory capital requirements for a well-capitalized institution.
With the completion of the sale of Sterling Bank and Trust, F.S.B. to EverBank Financial Corp, the merger of the Bank into EverBank, National Association, and the initiation of Sterling Bancorp, Inc.’s dissolution and delisting process, the SBT ticker represents a company in wind down and liquidation rather than an ongoing operating bank holding company. Historical information about Sterling Bancorp, Inc. and Sterling Bank and Trust, F.S.B. remains relevant for understanding the background of the transaction, the evolution of its balance sheet and capital position, and the context for the Plan of Dissolution and liquidating distributions.
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