Liquidation: Sterling Bancorp, Inc.

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Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Liquidation

Type: Update

Accession Number: 000110465925030615

Filing Summary: On April 1, 2025, Sterling Bancorp, Inc. filed a Post-Effective Amendment to deregister several Registration Statements on Form S-8, which included a total of 4.01 million shares of its common stock under various equity incentive plans. The company has initiated a certificate of dissolution with the Michigan Department of Licensing and Regulatory Affairs to wind down and dissolve the company. As part of this dissolution process, the company has terminated all offerings of its securities under the mentioned Registration Statements and removed any unsold securities from registration. This amendment signifies the conclusion of the company's active status in relation to the registered securities, indicating the company's transition into liquidation.

Additional details:

Registration Statement No: 333-259626

Shares Registered: 527328

Plan Name: 2017 Omnibus Equity Incentive Plan


Registration Statement No: 333-259628

Shares Registered: 3979661

Plan Name: 2020 Omnibus Equity Incentive Plan


Registration Statement No: 333-264058

Shares Registered: 200000

Plan Name: Sterling Bank & Trust 401(k) Plan


Registration Statement No: 333-270932

Shares Registered: 300000

Plan Name: Sterling Bank & Trust 401(k) Plan


Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925030616

Filing Summary: On April 1, 2025, Sterling Bancorp, Inc. filed a certificate of dissolution with the Michigan Department of Licensing and Regulatory Affairs as part of a process to wind down and dissolve the Company. This action included terminating any and all offerings of its securities previously filed under various Registration Statements on Form S-8. Specifically, the document outlines that the Company has deregistered all unsold securities under Registration Statements No. 333-259626, 333-259628, 333-264058, and 333-270932. This marks a significant step in the dissolution process, confirming the termination of the effectiveness of the Registration Statements and the removal of all remaining securities from registration.

Additional details:

Registration Statement No: 333-259626


Registered Shares 2017 Plan: 527328


Registration Statement No 2: 333-259628


Registered Shares 2020 Plan: 3979661


Registration Statement No 3: 333-264058


Registered Shares 401k Plan 1: 200000


Registration Statement No 4: 333-270932


Registered Shares 401k Plan 2: 300000


Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Liquidation

Type: New

Accession Number: 000110465925030617

Filing Summary: On April 1, 2025, Sterling Bancorp, Inc. filed a Post-Effective Amendment No. 1 to Form S-8 with the SEC, signalling the deregistration of securities related to four previous Registration Statements. These included registrations for shares of common stock under the 2017 and 2020 Omnibus Equity Incentive Plans and the Sterling Bank & Trust 401(k) Plan. This amendment follows the company's filing of a certificate of dissolution with the Michigan Department of Licensing and Regulatory Affairs to wind down and dissolve the company. Consequently, the company has terminated all offerings of its securities and removed from registration any unsold securities associated with these Registration Statements, effectively terminating their effectiveness and completing its liquidation process.

Additional details:

Registration Statement No: 333-259626

Shares Registered: 527328

Plan: 2017 Omnibus Equity Incentive Plan


Registration Statement No: 333-259628

Shares Registered: 3979661

Plan: 2020 Omnibus Equity Incentive Plan


Registration Statement No: 333-264058

Shares Registered: 200000

Plan: Sterling Bank & Trust 401(k) Plan


Registration Statement No: 333-270932

Shares Registered: 300000

Plan: Sterling Bank & Trust 401(k) Plan


Form Type: S-8 POS

Filing Date: 2025-04-01

Corporate Action: Liquidation

Type: Update

Accession Number: 000110465925030622

Filing Summary: On April 1, 2025, Sterling Bancorp, Inc. filed a certificate of dissolution with the Michigan Department of Licensing and Regulatory Affairs to wind down and dissolve the company. This filing resulted in the termination of all offerings of its securities pursuant to multiple previously filed Registration Statements on Form S-8. The Post-Effective Amendment No. 1 indicates the removal from registration of all unsold securities registered under these Registration Statements as of this date, thus officially terminating their effectiveness.

Additional details:

Registration Statement No: 333-259626

Shares Registered: 527328

Plan: 2017 Omnibus Equity Incentive Plan


Registration Statement No: 333-259628

Shares Registered: 3979661

Plan: 2020 Omnibus Equity Incentive Plan


Registration Statement No: 333-264058

Shares Registered: 200000

Plan: Sterling Bank & Trust 401(k) Plan


Registration Statement No: 333-270932

Shares Registered: 300000

Plan: Sterling Bank & Trust 401(k) Plan


Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Liquidation

Type: New

Accession Number: 000110465924130172

Filing Summary: On December 18, 2024, Sterling Bancorp, Inc. conducted a special meeting of shareholders to vote on significant corporate actions. The company had previously entered into a Stock Purchase Agreement with EverBank Financial Corp, to sell all outstanding shares of its subsidiary, Sterling Bank and Trust, F.S.B., for $261 million. In correlation with this transaction, Sterling Bancorp approved a Plan of Dissolution, aiming to dissolve the company post-transaction closure. The voting results indicated strong support for both the Stock Purchase Agreement and the Plan of Dissolution, with 37,818,429 votes for the Stock Purchase Agreement and 37,818,561 for the Plan of Dissolution. A separate compensation proposal for executive officers was also presented, receiving mixed results. The company also issued a press release to announce these results on the same day.

Additional details:

Tender Offer Price: 261000000 USD

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