Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On September 15, 2024, Sterling Bancorp, Inc. (the "Company" or "Sterling") entered into a definitive Stock Purchase Agreement (the "Purchase Agreement") by and among the Company, Sterling Bank and Trust, F.S.B. (the "Bank") and EverBank Financial Corp, a Delaware corporation ("EverBank").

The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, EverBank will acquire all of the issued and outstanding shares of capital stock of the Bank from the Company for a fixed purchase price of $261,000,000 to be paid to the Company. Following the completion of the sale of the Bank's capital stock to EverBank (the "Transaction"), EverBank will cause the Bank to merge with and into EverBank, National Association, the bank subsidiary of EverBank, with EverBank, National Association as the surviving bank and, following the bank merger, the separate corporate existence of the Bank will cease (the "Merger"). The Purchase Agreement was unanimously approved and adopted by the board of directors of the Company (the "Board"). The Company plans to hold a special meeting of stockholders (the "Special Meeting") to seek approval of the Purchase Agreement and the transactions contemplated therein and will file proxy materials relating to the Special Meeting with the Securities and Exchange Commission (the "SEC").

The Purchase Agreement contains customary representations and warranties from both Sterling and EverBank, and Sterling has agreed to customary covenants, including, among others, (1) covenants relating to the conduct of its business during the interim period between the execution of the Purchase Agreement and the date on which the closing of the transactions contemplated thereby takes place (the "Closing Date"), (2) its obligation to call a meeting of its shareholders to approve the Purchase Agreement, and, subject to certain exceptions, to recommend that its shareholders approve the Purchase Agreement and the Transaction, and (3) its non-solicitation obligations relating to alternative acquisition proposals.

The closing of the Transaction is subject to customary conditions, including, among others, (1) the approval of the Purchase Agreement, the Transaction and the Plan of Dissolution (as defined below) by the affirmative vote of a majority of all the votes entitled to be cast on such matter by holders of Sterling's common stock (the "Shareholder Approval"), (2) the absence of any law, statute, rule, regulation, executive order, decree, ruling, injunction (whether temporary, preliminary or permanent) or other order which has the effect of restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Transaction, and (3) the receipt of the regulatory approvals with respect to the Purchase Agreement, the Transaction and the Merger by the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency and certain other governmental entities as required and the expiration or termination of the applicable waiting periods without the imposition of any materially burdensome condition (the "Regulatory Approvals"). In addition, EverBank's obligation to complete the Transaction is also subject to the following conditions: (i) the sale by the Bank of its portfolio of residential tenant-in-common loans to an affiliate of Bayview Asset Management and receipt by the Bank of the purchase price specified in such agreement and (ii) the average daily closing balance of the Bank's deposits (excluding brokered deposits) for the monthly period ending on the last day of the month before closing is not less than 85% of the average daily closing balance of such deposits for the monthly period ending on July 31, 2024. Each party's obligation to complete the Transaction is also subject to certain additional conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (b) performance in all material respects by the other party of its obligations under the Purchase Agreement and the Transaction.

The Purchase Agreement provides certain termination rights for both the Company and EverBank, such as termination by mutual consent, if regulatory approvals are denied or if the closing has not occurred on or before June 30, 2025. The Purchase Agreement further provides that a termination fee of $9,135,000 will be payable by the Company to EverBank upon termination of the Purchase Agreement under certain circumstances, including if the Company terminates the Purchase Agreement to accept a superior proposal or if EverBank terminates the Purchase Agreement after the Board changes its recommendation for shareholders to vote in favor of the Purchase Agreement.

The Purchase Agreement also provides for indemnification by both the Company and EverBank. The Company agrees to indemnify EverBank from all losses relating to or arising out of or resulting from breaches of any covenant or agreement by the Company or the Bank contained in the Purchase Agreement and any transaction expenses, shareholder claims and any other liabilities, obligations and commitments arising as a result of the Company being a publicly traded company or being subject to the Plea Agreement with the U.S. Department of Justice and the Plan of Dissolution. The Company will not be liable to EverBank for any losses for any individual claim less than $50,000 or any losses unless such losses exceed an aggregate amount equal to $2,610,000.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.