Sterling Bancorp, Inc. Settles Shareholder Demand

Rhea-AI Summary

Sterling Bancorp, Inc. (NASDAQ: SBT) has reached a settlement regarding a shareholder derivative action initiated in July 2020. The agreement includes the implementation of corporate governance reforms and the payment of attorneys' fees, with the defendants released from all claims. Although the Company denies any wrongdoing, the Board believes this settlement is the best resolution. The settlement is pending court approval, and the associated legal expenses will be covered by insurance policies.

Positive

• Implementation of corporate governance reforms.
• Legal fees covered by insurance, minimizing financial impact.

Negative

• Settlement suggests ongoing governance issues.
• Duration of the legal dispute may signal instability.

SOUTHFIELD, Mich.--(BUSINESS WIRE)-- Sterling Bancorp, Inc. (the “Company”) (NASDAQ: SBT), the thrift holding company for Sterling Bank and Trust, F.S.B., Southfield, Michigan (the “Bank”), today announced that the Company reached an agreement to settle the shareholder demand for a derivative action originally set forth in a letter from a purported shareholder of the Company received on July 28, 2020 (the “Shareholder Demand”) and reflected in a shareholder derivative complaint that was recently filed against the Company and certain current and former directors of the Company. The settlement agreement provides for the Company’s adoption and implementation of certain corporate governance reforms and the payment of attorneys’ fees and expenses in exchange for the release of all defendants from all alleged claims.

The Demand Review Committee that was established by the Company’s Board of Directors after it received the Shareholder Demand negotiated the settlement with the purported shareholder. The settlement is documented in a definitive stipulation of settlement that has been entered into by the parties and will be submitted to the court for approval. Although the Company and the individual defendants named in the complaint deny any and all allegations of wrongdoing, the Demand Review Committee and the Company’s Board of Directors believe that the settlement is the most efficient manner for resolving this matter.

The definitive stipulation of settlement remains subject to court approval and other customary conditions. The full amount of the attorneys’ fees and expenses due under the settlement will be paid by the Company’s insurance carriers under applicable insurance policies.

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 San Francisco and Los Angeles, California and New York City. Sterling offers a range of loan products to the residential and commercial markets, 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” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company’s plans, expectations, thoughts, beliefs, estimates, goals and outlook for the future that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the 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,” “aim,” “would” and “annualized,” or the negative versions of those words or other comparable words or phrases of a future or forward-looking nature. 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. 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 26, 2021, 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. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220121005084/en/

Sterling Bancorp, Inc.

Karen Knott

Chief Financial Officer

(248) 359-6624

kzaborney@sterlingbank.com

Source: Sterling Bancorp, Inc.

FAQ

What settlement did Sterling Bancorp announce for the shareholder derivative action?

Sterling Bancorp announced a settlement involving corporate governance reforms and payment of attorneys' fees.

What were the origins of the shareholder demand against Sterling Bancorp?

The shareholder demand originated from a letter received on July 28, 2020.

Will the settlement agreement be approved by a court?

Yes, the settlement agreement is subject to court approval.

How will Sterling Bancorp cover the legal expenses from the settlement?

The legal expenses will be paid by the Company's insurance carriers.

What does the settlement mean for Sterling Bancorp's shareholders?

The settlement aims to resolve governance issues without admitting wrongdoing, potentially stabilizing the company.