Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2024, Sterling Bank and Trust, F.S.B. (the "Bank"), the wholly-owned subsidiary of Sterling Bancorp, Inc. (the "Company"), entered into a change of control agreement with Karen Knott, the Company and the Bank's Chief Financial Officer (the "Change of Control Agreement").

Change of Control Agreement

Under the Change of Control Agreement entered into with Ms. Knott (referred to as the "Executive"), if the Bank or the Company terminates the Executive's employment at any time prior to the occurrence of a pending change of control (as defined below) for any reason or for no reason, or if the Executive's employment terminates due to death, the Bank will pay the Executive or his or her estate earned but unpaid compensation and benefits due under the terms of benefit plans and programs and compensation plans and programs (including bonuses), if any (the "Standard Entitlements"). If the Executive's employment is terminated at any time for cause (as defined in the Change of Control Agreement) or if the Executive resigns without good reason (as defined in the Change of Control Agreement), the Bank will pay the Executive the Standard Entitlements.

If the Executive's employment is terminated without cause or if the Executive resigns for good reason (as defined in and provided for in the Change of Control Agreement) after a change of control or a pending change of control, the Bank will pay the Executive the Standard Entitlements, and, if the termination of employment occurs not later than one (1) year after the change of control, the Bank will pay an amount equal to twelve (12) months of base salary on the 60th day after termination of employment, subject to a release of claims becoming effective. Ms. Knott's base salary is currently $350,000 per year.

If the Executive's employment is terminated due to disability (as defined in the Change of Control Agreement) after a change of control or a pending change of control, the Bank will pay to the Executive the Standard Entitlements, and the Bank will pay base salary continuation at the annual rate in effect immediately prior to the termination of the Executive's employment during a period ending on the earliest of (i) one hundred eighty (180) days after the date of termination of the Executive's employment; (ii) the date on which long-term disability insurance benefits are first payable to the Executive under any long-term disability insurance plan covering employees of the Bank; and (iii) the date of the Executive's death.

The Change of Control Agreement also contains customary non-solicitation, non-competition and non-disclosure provisions. Payments under the Change of Control Agreement are subject to restrictions of specified applicable banking regulatory requirements, as well as to the Company's Clawback Policy and any other applicable recoupment law or policy.

A "pending change of control" is defined as the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control (as defined in the Change of Control Agreement); or the commencement of a tender offer which, if successful, would result in a Change of Control, and in the event that such transaction or tender offer which constituted a pending change of control is terminated before a Change of Control occurs, the pending change of control will be treated as if it had not occurred following such termination.

The Change of Control Agreement will remain in effect until the third anniversary of the date of the Change of Control Agreement or, if earlier, the first anniversary of a change of control (as defined in the Change of Control Agreement).

The foregoing description is qualified in its entirety by reference to the terms of the Change of Control Agreement, dated as of September 3, 2024, by and between the Bank and Karen Knott, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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