true --12-31 2024 FY This Amendment No. 1 to the annual report of Sterling Bancorp, Inc. on Form 10-K/A ("Form 10-K/A") amends the Company's annual report on Form 10-K for the year ended December 31, 2024, which was originally filed with the Securities and Exchange Commission on March 14, 2025 ("Original Form 10-K"). This Form 10-K/A is being filed for the sole purpose of providing information required by Part III of Form 10-K that was not included in the Original Form 10-K. The Part III information may be incorporated by reference from the Company's definitive proxy statement, or if such proxy statement is not filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year, such information may be included in an amendment to the Form 10-K. 0001680379

 0001680379

 2024-01-01
 2024-12-31

 0001680379

 2024-06-30

 0001680379

 2025-02-28

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the year ended
 December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period
from to

 Commission File Number 001-38290

 Sterling Bancorp, Inc.

 (Exact name of registrant as specified in its charter)

 Michigan

 38-3163775

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification Number)

 One Towne Square, Suite
1900

 Southfield, Michigan 48076

 ( 248) 355-2400

 (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 SBT

 Nasdaq Capital Market

 Securities registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes x No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer x

 Non-accelerated filer

 Smaller reporting company x

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. x

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
§240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No x

 The aggregate market value of the registrant's outstanding voting
common stock held by non-affiliates on June 30, 2024, based on last sale price as reported on the NASDAQ Stock Market on that date, was
approximately $ 92.1 million.

 At February 28, 2025, 52,298,918 shares of the registrant's Common
Stock were outstanding.

 Auditor Name

 Auditor Location

 Auditor Firm ID

 Crowe LLP

 Grand Rapids, Michigan

 PCAOB ID: 173

 Documents Incorporated by Reference:

 None

 STERLING BANCORP, INC.

 AMENDMENT NO. 1 TO 2024 ANNUAL REPORT ON FORM 10-K

 Page

 Explanatory Note

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 SIGNATURES

 i

 FORM 10-K/A

 EXPLANATORY NOTE

 This Amendment No. 1 to the annual report of Sterling Bancorp, Inc.
on Form 10-K/A ("Form 10-K/A") amends the Company's annual report on Form 10-K for the year ended December 31, 2024,
which was originally filed with the Securities and Exchange Commission on March 14, 2025 ("Original Form 10-K"). This Form
10-K/A is being filed for the sole purpose of providing information required by Part III of Form 10-K that was not included in the Original
Form 10-K. The Part III information may be incorporated by reference from the Company's definitive proxy statement, or if such proxy
statement is not filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year, such information
may be included in an amendment to the Form 10-K.

 Except as expressly noted herein, this Form 10-K/A does not modify
or update in any way the disclosures made in the Original Form 10-K and does not reflect events occurring after the filing of the Original
Form 10-K.

 As used in this Form 10-K/A, unless we state otherwise or the context
otherwise requires, references to "Sterling," "we," "our," "us" or "the Company"
refer to Sterling Bancorp, Inc., a Michigan corporation, and its subsidiary, Sterling Bank and Trust, F.S.B., which we sometimes refer
to as "Sterling Bank," "the Bank" or "our Bank."

 Item 10. Directors, Executive Officers and Corporate Governance.

 Our Directors

 The table below states certain information with
respect to each director of Sterling's Board of Directors ("Board" or "Board of Directors"). There are no
arrangements or understandings between Sterling and any director or nominee pursuant to which such person was elected or nominated to
be a director of Sterling. For information with respect to security ownership of directors, see "Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters."

 Name

 Age

 Position(s)
 With the Company

 Director Since

 Term Expires

 Chairman, President and Chief Executive Officer

 2020

 2025

 Peggy Daitch

 2019

 2025

 Tracey Dedrick

 Lead Independent Director

 2020

 2025

 Michael Donahue

 2022

 2025

 Steven E. Gallotta

 2020

 2025

 Denny Kim

 2020

 2025

 Director, Senior Executive Vice President and Chief Operating Officer

 2024

 2025

 Eboh Okorie

 2022

 2025

 Benjamin J. Wineman

 2013

 2025

 Thomas
M. O'Brien, Chairman, President and Chief Executive Officer. Mr. O'Brien has served as Chairman, President
and Chief Executive Officer of the Company and Sterling Bank since June 2020. Prior to his appointment, Mr. O'Brien provided consulting
services to the Bank beginning in March 2020. Mr. O'Brien is an accomplished leader in the financial services industry with over
45 years of industry experience. Prior to joining Sterling, he served as Vice Chairman of New York City-based Emigrant Bancorp, Inc. and
Emigrant Bank from October 2018 to March 2020. Mr. O'Brien served as president, chief executive officer and on the boards of Sun
Bancorp, Inc. and Sun National Bank from April 2014 to February 2018. Mr. O'Brien previously served on the boards of BankUnited,
Inc. and BankUnited, NA from May 2012 to April 2014. Prior to that, Mr. O'Brien served as president, chief executive officer and
a director of State Bank of Long Island and State Bancorp, Inc. from November 2006 to January 2012. From 2000 to 2006, Mr. O'Brien
was president and chief executive officer of Atlantic Bank of New York and, following the acquisition of Atlantic Bank of New York by
New York Commercial Bank, continued to serve as president and chief executive officer during the post-closing transition. From 1996 to
2000, Mr. O'Brien was vice chairman and a board member of North Fork Bank and North Fork Bancorporation, Inc. Mr. O'Brien
began his career at North Side Savings Bank in 1977, where he worked until 1996, becoming chairman, president and chief executive officer
in 1985. Mr. O'Brien served as a director of the Federal Home Loan Bank (the " FHLB ") of New York from
2008 to 2012 and served as chairman of the New York Bankers Association in 2007. Mr. O'Brien is currently trustee and chairman of
the board of Prudential Insurance Company of America $200 Billion Annuity Fund Complex, and vice-chairman of the board and chairman of
the finance committee of ArchCare and Catholic Healthcare Foundation for the Archdiocese of New York. Mr. O'Brien received a B.A.
in Political Science from Niagara University in 1972 and an M.B.A. from Iona College in 1982.

that Mr. O'Brien should serve as a director because of his extensive management experience in the banking industry.

 Peggy
Daitch, Director. Ms. Daitch has served as a member of our Board of Directors since December 2019. Ms. Daitch brings over
40 years of experience as a highly respected and recognized advertising and marketing executive, innovative thinker and community leader.
After leaving General Motors' largest advertising agency (D'Arcy Masius Benton & Bowles) as a Vice President, she spent
the majority of her career with Cond Nast (1987–2008), where she was a Vice President and the leader of Detroit's
Cond Nast office representing, at its peak, 29 of America's most celebrated magazine titles and websites including Vogue,
Vanity Fair, The New Yorker, Golf Digest, Architectural Digest, Wired, Bon Appetit, epicurious.com and wired.com. She has also represented
titles from Hearst Corporation, National Geographic and other leading media companies. After retiring from advertising in 2016, Ms. Daitch
pivoted to a new role at Strategic Philanthropy, Ltd., stewarding the 20-year philanthropic advisory firm's growth in Michigan.
Immediately prior to this position, Ms. Daitch served as a Partner of Aperture Media Group from 2010 to 2016. Ms. Daitch was the first
woman to be president of the Adcraft Club of Detroit, the world's largest advertising club. She has been honored with The Advertising
Woman of the Year Award and has been inducted into the Adcraft Hall of Fame. She is currently retired. She serves on the Board of Governors
of Cranbrook Academy of Art and Museum. She is a past president of Hebrew Free Loan of Metropolitan Detroit and has held board positions
with the Jewish Federation of Metropolitan Detroit, Franklin Hills Country Club, the Detroit Institute of Arts Founders Junior Council,
the Michigan Arts Foundation, CATCH, Jewish Ensemble Theater and others. Ms. Daitch's skills in strategic planning and effective
decision making come from a rich background in corporate leadership, board leadership, board governance and board service. Ms. Daitch
is a graduate of the University of Michigan.

that Ms. Daitch should serve as a director because of her experience as an executive and her highly respected reputation as an innovative
thinker and leader.

 Tracey
Dedrick, Director. Ms. Dedrick has served as a member of our Board of Directors since 2020. Ms. Dedrick brings over
40 years of experience in the financial services industry to the Board. She is a former Executive Vice President and Head of Enterprise
Risk Management for Santander Holdings U.S., where she was responsible for enterprise risk, operational risk and market risk for the Americas
from September 2016 until her retirement in 2017. Prior to that role, Ms. Dedrick was Executive Vice President and Chief Risk Officer
at Hudson City Bancorp from July 2011 until November 2015 and served with its successor, M&T Bank, from November 2015 to February
2016. From January 2010 to February 2011, Ms. Dedrick served as the Treasurer of PineBridge Investments, an asset management company with
$83 billion in assets under management. Prior to this, Ms. Dedrick was employed by MetLife, the largest insurance provider in the United
States, where she served as Vice President and Assistant Treasurer from June 2001 until July 2004, Vice President and Head of Investor
Relations from July 2004 until July 2007 and then served as the Senior Vice President and Head of Market Risk from July 2007 until September
2009. Ms. Dedrick currently serves on the board of directors of ISACA, a global Information Security industry association since 2019.
She currently serves as a member of its Nominating and Governance Committee and is Vice Chair of its Audit & Risk Committee. Ms. Dedrick
also served as interim CEO of ISACA from December 2022 to June of 2023. Ms. Dedrick also has served on the board of FirstBancorp, a bank
domiciled Puerto Rico since 2019. She is the Chair of its Risk Committee and is a member of its ALCO Committee. Ms. Dedrick previously
served as a board member of Fieldpoint Private, a private wealth management firm. Ms. Dedrick obtained her Bachelor of Arts in Economics
from the University of Minnesota-Twin Cities.

that Ms. Dedrick should serve as a director because of her relevant experience in the financial services industry, particularly in enterprise
risk management and treasury functions.

 Michael
Donahue, Director. Mr. Donahue has served as a member of our Board of Directors since 2022. Mr. Donahue brings to the Board
of Directors a wealth of legal and banking experience in the financial services industry. Mr. Donahue is a former Global Head of Securitization
for BNP Paribas, arranging short- and long-term financing, both on and off-balance sheet, for corporate and bank clients through the commercial
paper and debt capital markets with teams based in New York, London, Paris, Milan, and Tokyo. Prior to joining BNP Paribas, Mr. Donahue
was a Senior Managing Director for Merrill Lynch in London where he co-head the group charged with executing all transactions involving
structured debt and collateralized loan/bond/debt obligations. Before that, Mr. Donahue was a Director and Deputy Head of Deutsche Bank
AG's European Securitization Group, a practice he co-founded and helped grow into the leading securitization group in Europe with
an emphasis on regulatory capital relief. Before joining Deutsche Bank, Mr. Donahue was an associate in Lehman Brothers' Mortgage
Finance Group. Mr. Donahue began his Wall Street career as an associate attorney in the capital markets practice at the law firm of Cadwalader,
Wickersham and Taft. Since leaving BNP Paribas in 2005, Mr. Donahue has focused on his personal investments including most recently the
growing of a portfolio of renovated single-family homes for rent subsidized tenants in Chicago. Mr. Donahue has a B.S. in business management
from the University of Maryland and a J.D. from Cornell Law School and is admitted to the New York Bar.

that Mr. Donahue should serve as a director because of his extensive experience in the financial and banking industries.

 Steven
E. Gallotta, Director. Mr. Gallotta has served as a member of our Board of Directors since 2020. Mr. Gallotta brings over
35 years of financial reporting and assurance experience in the financial services industry to the Board of Directors. Mr. Gallotta spent
the majority of his career at KPMG, from 1975 until his mandatory retirement from the firm in 2013. He became an audit partner in the
New York Financial Services Practice of KPMG in 1986, serving all types of financial institutions, including depository institutions.
During this time, Mr. Gallotta also served as an Advisory partner in KPMG's Office of General Counsel. Mr. Gallotta has been a certified
public accountant licensed in New York since 1979. He also was on the Board of St. Patrick's Nursing Home in the Bronx, New York
from 2016 until 2022. He obtained his Bachelor of Business Administration from Iona College. He is both a member of the New York State
Society of Certified Public Accountants and the American Institute of Certified Public Accountants.

 Our
Board of Directors believed that Mr. Gallotta should serve as a director because of his extensive
experience in the business and financial world, as well as his particular expertise in U.S. Securities and Exchange Commission (the "SEC")
matters and accounting and management issues.

 Denny
Kim, Director. Mr. Kim has served as a member of our Board of Directors since 2020. Mr. Kim brings over 20 years
of financial experience to the Board of Directors. Mr. Kim is the Founder of Whale Point Capital, a private investment firm focused exclusively
on the financial services & FinTech industries and Managing Principal of 7911 Partners, a private investment and advisory firm he
founded in 2019. Previously, Mr. Kim was a senior investment professional and Investment Committee Member at WL Ross & Co., a private
equity firm founded by former U.S. Commerce Secretary Wilbur L. Ross, where he specialized in financial services investments from 2010-2018.
Prior to WL Ross & Co., Mr. Kim worked at J.C. Flowers & Co., a private equity firm dedicated to investing globally in the financial
services industry. Mr. Kim began his career at Credit Suisse First Boston's Investment Banking Division, where he advised on
mergers, acquisitions and capital raising initiatives for financial institutions. Mr. Kim previously served as a member of the board
of directors of Talmer Bancorp, Inc., a board observer at Sun Bancorp, Inc. and Advisor at Gemspring Capital. Mr. Kim earned a Bachelor
of Arts degree from Northwestern University and an MBA from Tuck School of Business at Dartmouth.

 Our
Board of Directors believed that Mr. Kim should serve as a director because of his extensive
experience in the business world, as well as his particular expertise in advisory and investment services.

 Christine
Meredith, Director, Senior Executive Vice President and Chief Operating Officer. Ms. Meredith was elected
to our Board of Directors effective April 1, 2024. Ms. Meredith served as the Company's and the Bank's Chief Risk Officer
from February 2020 until her promotion to Chief Operating Officer effective April 1, 2024. In July 2023 she was promoted to Senior Executive
Vice President. Ms. Meredith has over 25 years of experience as banker, regulator, and consultant to the financial services industry.
Prior to joining the Company, Ms. Meredith served as Senior Vice President and Director of Enterprise Risk Management at Columbia Banking
System from 2010 through 2020. Its subsidiary, Columbia Bank, was a regional bank based in Tacoma, Washington. Ms. Meredith served as
a Risk Management Examiner with the Federal Deposit Insurance Corporation in Seattle, Washington from 2009 to 2010, with a focus on credit
and financial risk reviews. Ms. Meredith worked with Washington Mutual from 2003 to 2008 in various capacities including enterprise risk
management, commercial real estate product development, and regulatory implementation. Ms. Meredith was a consultant with the Secura Group,
a boutique financial services consulting firm based in Washington, DC, from 2002 to 2003, and previously from 1996 to 1998. Ms. Meredith
worked for Arthur Andersen in Los Angeles, California as a Business Process Consultant from 2000 to 2002. In 2000, Ms. Meredith was commissioned
as a Safety and Soundness Examiner for the Federal Reserve's Twelfth District in San Francisco, California, where she conducted
risk management, compliance, trust, and information technology examinations.

 Ms. Meredith is a member of
the American Bankers Association's Certified Enterprise Risk Professionals Board. Previously, she served on the Mid-Tier Bank and
Enterprise Risk Management Councils for the Risk Management Association. Ms. Meredith also served as Chair of the Enterprise Risk Management
Committee for the Washington Bankers Association. Ms. Meredith received her Bachelor of Science degree in Finance from Georgetown University.

 Our
Board of Directors believed that Ms. Meredith should serve as a director because of her extensive
experience in risk management and regulatory compliance in the banking industry.

 Eboh
Okorie, Director. Mr. Okorie has served as a member of our Board of Directors since 2022. Mr. Okorie brings over 30 years
of experience in the financial services industry to the Board. Mr. Okorie serves as President and CEO of Windy Hill Capital, a financial
consulting firm providing expertise in the areas of financial and banking regulatory compliance, risk management, and financial instrument
analysis. Mr. Okorie has also served as commissioner of town planning and infrastructural Development in Abia State, Nigeria. He also
served as a Commissioner for Lands and Survey also in Abia State, Nigeria from 2013 to 2015. Mr. Okorie was a member of the board/governing
council of the Nigerian Investment Promotion Commission ("NIPC") in Abuja, Nigeria from 2013 to 2016. The NIPC is responsible
for promoting and coordinating investment, including foreign direct investments in the Nigerian economy. Prior to these roles, Mr. Okorie
served as Vice President and director of compliance risk at Atlantic Bank of New York from 2001 to 2007 and as Vice President and director
of compliance at North Side Savings Bank from 1994 to 1996. Mr. Okorie also has experience as Senior Examiner/Regulator for the Federal
Reserve Bank, the Office of Thrift Supervision, and the Federal Home Loan Bank of New York and Topeka, Kansas. Mr. Okorie has a B.A. and
M.B.A. from the University of Kansas.

that Mr. Okorie should serve as a director because of his extensive experience in bank regulatory compliance.

 Benjamin
J. Wineman, Director. Mr. Wineman has served as a member of our Board of Directors since 2013. Mr. Wineman has over
25 years of extensive commercial real estate and financial experience. Currently, Mr. Wineman is a Principal and Managing Broker at Mid-America
Real Estate Corporation, where he has worked since July 2001. Mid-America is based in Chicago, Illinois, and is one of the companies within
Mid-America Real Estate Group, a midwestern full service retail real estate organization with offices in Chicago, Detroit, Milwaukee,
and Minneapolis. Mr. Wineman co-leads Mid-America's Retail Investment Sales Group, focusing specifically on the disposition of shopping
centers and retail properties throughout the greater Midwest region for institutional, REIT, and private owners. Prior to employment with
Mid-America, Mr. Wineman worked at LaSalle Investment Management as a Financial Analyst in the Private Equity Acquisitions Group, where
he was responsible for the valuation, due diligence, and closing of commercial real estate transactions on behalf of its institutional
pension fund clients from 1998 to 2001. Within the International Council of Shopping Centers, he is a member of the Illinois State Committee
and the Government Relations National Economic Policy Sub-Committee. Within the community, Mr. Wineman is a member of the Executive Committee
of the Harold E. Eisenberg Foundation and is a sustaining member of the Ravinia Festival Associates Board (having served as board President
from 2017-2019). Mr. Wineman graduated from DePauw University in 1998 with a Bachelor of Arts Degree.

that Mr. Wineman should serve as a director because of his extensive commercial real estate and financial experience.

 Audit Committee

 The Board of Directors has
a separately-designated standing Audit Committee. The Audit Committee consists of Steven E. Gallotta, Michael Donahue and Benjamin Wineman,
who each satisfy the applicable independence and other requirements of the SEC and the Nasdaq Capital Market ("Nasdaq") for
audit committees. Mr. Gallotta serves as the Company's "audit committee financial expert" as such term is defined in
applicable SEC regulations.

 Independence of Directors

 Our Nominating and Corporate Governance Committee
periodically reviews and makes recommendations to the Board of Directors related to director independence. As a result of the latest review
performed, the Board has determined, based upon the recommendation of the Nominating and Corporate Governance Committee, that seven (7)
of the nine (9) members of the Board of Directors, and each member of the Audit, Compensation and Nominating and Corporate Governance
Committees, satisfy the applicable independence requirements of the SEC and the Nasdaq.

 Following the review, the Board of Directors determined
that Peggy Daitch, Tracey Dedrick, Michael Donahue, Steven E. Gallotta, Denny Kim, Eboh Okorie and Benjamin Wineman are independent. The
Board of Directors has determined that Thomas M. O'Brien and Christine Meredith, each as an executive and employee of the Company,
are not independent.

 Executive Officers

 In addition to Mr. O'Brien
and Ms. Meredith, set forth below are the current executive officers of the Company and a brief explanation of their principal employment
during at least the last five (5) years.

 Karen
Knott, Executive Vice President and Chief Financial Officer, age 51. Ms. Knott has served as the Company's Chief Financial
Officer since October 1, 2021. She has over 25 years of experience in financial operations and accounting roles with financial institutions.
Previously, Ms. Knott served as the Company's Senior Vice President and Controller since March, 2021 and as Assistant Vice President
and Controller of the Bank since 2015. She has served in a variety of other financial roles, including Divisional Controller for Commercial
Lending and Staff Accountant, since first joining the Bank in 1998. Before joining the Bank, Ms. Knott began her career in customer service
and finance positions at Credit Union ONE and CommonPoint Mortgage Co. Ms. Knott received her Bachelor of Business Administration from
Grand Valley State University.

 Elizabeth
M. Keogh, Chief Legal Officer and Corporate Secretary, age 68. Ms. Keogh has served as the Company's Chief Legal Officer
since October 2022. Ms. Keogh also serves as the Corporate Secretary of the Company and, since June 2023, as the Executive Vice President,
General Counsel and Corporate Secretary of the Bank. Ms. Keogh has over 35 years' experience as a practicing attorney with expertise
in banking, securities and corporate law and regulation, among other areas. Prior to joining Sterling as an employee, Ms. Keogh was a
consultant to the Company from 2020 to 2022 focusing on proxy statement disclosure and other SEC reporting requirements. Since 2009, Ms.
Keogh has worked as a self-employed legal consultant and has provided consulting services in respect of numerous transactional, corporate
governance and regulatory compliance matters to a variety of financial institutions, including the Company. Prior to establishing her
own consulting practice, Ms. Keogh was a corporate attorney for 15 years with the law firms of Thacher Proffitt & Wood and Sonnenschein
Nath & Rosenthal, prior to its merger with Denton Wilde Sapte LLP. Ms. Keogh earned a law degree from New York University School of
Law and a Bachelor of Arts degree from Fairfield University.

 Eleni
Willis, Chief Risk Officer, age 50. Ms. Willis was promoted to serve as Chief
Risk Officer, effective April 1, 2024. Prior to her promotion, Ms. Willis served as the Company's Senior Vice President and Deputy
Chief Risk Officer since July 2023. Ms. Willis previously served as the Company's Director of Enterprise Risk Management. Prior
to joining the Company in 2021, Ms. Willis served as a Senior Risk Analyst, Enterprise Risk and Compliance of the United Services Automobile
Association from May 2021 to November 2021. From September 2017 to May 2021, Ms. Willis held various roles with Umpqua Bank (formerly
Columbia Bank), including Vice President, Corporate Enterprise Risk Manager and Vice President, Business Risk Analytics Manager. Before
joining Umpqua Bank, Ms. Willis held various roles with Harborstone Credit Union from January 2017 to September 2017, HomeStreet Bank
from 2013 to 2017, the Washington State Department of Financial Institutions from 2004 to 2013 and Amplicon Express from 2000 to 2002.
Ms. Willis holds a bachelor's degree from Linfield University and a master's degree from Washington State University.

 Family Relationships

 There are no family relationships among our directors
or executive officers.

 Legal Proceedings

 Previously, the Bank was under
formal investigation by the Office of the Comptroller of the Currency (the "OCC") relating primarily to certain aspects of
its Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program as well as the Bank's credit administration,
including its former residential loan product, marketed as the Advantage Loan Program. The Bank was also subject to a publicly available
formal agreement with the OCC (the "OCC Agreement"), relating primarily to certain aspects of the Bank's BSA/AML compliance
program and credit administration. The OCC Agreement was entered into in June of 2019, and Mr. Wineman, acting as a director at that time,
signed the OCC Agreement in such capacity. In September, 2022, the Company entered into a Consent Order with the OCC, signed by each of
the current directors, other than Ms. Meredith (who was not a director at that time), acting in their capacity as the directors of the
Bank, resolving the OCC's investigation, which represented a full and final settlement of the OCC investigation with respect to
the Bank. Pursuant to that Consent Order, the Bank paid a civil money penalty of $6.0 million. The
OCC also notified the Bank that the OCC Agreement was terminated.

 On July 19, 2023, the
United States District Court for the Eastern District of Michigan approved the Company's Plea Agreement (the "Plea Agreement")
with the Department of Justice (the "DOJ"), resolving the DOJ's investigation focused on the Bank's Advantage
Loan Program and related issues, including residential lending practices and public disclosures about that program contained in the Company's
filings with the SEC. Under the Plea Agreement, the Company pleaded guilty to one count of securities fraud primarily relating
to disclosures with respect to the Advantage Loan Program contained in the Company's 2017 IPO Registration Statement and its immediately
following Annual Reports on Form 10-K filed in March 2018 and March 2019. Consistent with the Plea Agreement, the sentence issued by the
court required the Company to pay $27.2 million in restitution for the benefit of non-insider victim shareholders; further enhance its
compliance program and internal controls with respect to securities law compliance; and provide periodic reports to the DOJ with respect
to compliance matters. The restitution amount was paid by the Company in the third quarter of 2023 and is being administered by a special
master appointed by the court. No criminal fine was imposed. The Company's obligations under the Plea Agreement are generally effective
for three (3) years. This resolution releases the Company, as well as the Bank, from further prosecution for securities fraud and underlying
mortgage fraud in the Advantage Loan Program.

 Corporate Governance

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act, requires our
officers, directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the
SEC. These officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a)
reports they file. Based solely on a review of copies of Forms 3, 4 or 5 filed by the Company on behalf of its directors and officers
or otherwise provided to the Company, the Company believes that during and with respect to the year ended December 31, 2024, there were
nine late Section 16(a) filings. Forms 4 for Peggy Daitch, Steven E. Gallotta, Denny Kim, Benjamin J. Wineman, Lyle M. Wolberg, Tracey
Dedrick, Michael Donahue, Eboh Okorie representing a new grant of restricted stock by the Company were filed two (2) days late. A Form
4 for Thomas M. O'Brien representing the withholding of shares of common stock by the Company in satisfaction of tax withholding
obligations in connection with the vesting of restricted stock previously granted was filed one (1) day late.

 Code
of Business Conduct and Ethics

 Our Board of Directors adopted
a Code of Conduct, which applies to all of our directors, officers and employees. The Ethics and Compliance Committee, with the assistance
of the Nominating and Corporate Governance Committee, is responsible for monitoring compliance with the Code of Conduct, and reports to
the Board. The Code of Conduct is available on the Company's website at investors.sterlingbank.com/corporate-governance/governance-overview.

 Insider Trading Policy and Anti-Hedging
Policy

 We have adopted an Insider
Trading Policy that sets forth restrictions on trading in our securities and on providing any material nonpublic information relating
to the Company. This policy is applicable to our directors, officers and employees, as well as any other person having access to material
nonpublic information of the Company such as consultants and contractors. This policy also applies to the foregoing persons' family
members or others who reside with them, and any other persons or entities whose securities transactions are directed by the foregoing
persons or subject to their influence or control. This policy was adopted to promote compliance with federal securities laws and applicable
Nasdaq requirements. Our Insider Trading Policy allows for purchases or sales of Company securities made in compliance with a written
plan that meets the requirements of Rule 10b5-1 of the Exchange Act, and sets forth the applicable trading window periods where directors
and designated employees are able to trade in the Company's securities. Our Insider Trading Policy prohibits all of our directors,
officers and employees, as well as any other person having access to material nonpublic information, from entering into certain forms
of hedging or monetization transactions that allow such person to lock in much of the value of his or her stock holdings in exchange for
all or part of the potential upside appreciation of the Company's stock, such as zero-cost collars and forward sale contracts. Such
transactions allow such person to continue to own the Company's stock without the full risks and rewards of ownership, which may
cause such person to no longer have the same objectives as the Company or other shareholders. Similarly, our Insider Trading Policy prohibits
short sales, standing orders and transactions in publicly traded options. Additionally, a director, officer or employee desiring to hold
Company securities in a margin account or pledge Company securities as collateral for a loan must notify the Company's Chief Legal
Officer prior to taking such action because a margin sale or foreclosure sale may occur at a time when such person, a pledgor, is aware
of nonpublic information or otherwise not permitted to trade in the Company's stock. Finally, our Insider Trading Policy prohibits
the use of derivative securities to separate any financial interest in our Company's securities from related voting rights and any
transaction in the Company's securities where a reasonable investor would conclude that such transaction is for short-term gain
or speculative.

 Item 11. Executive Compensation.

 COMPENSATION DISCUSSION AND ANALYSIS

 This Compensation Discussion & Analysis ("CD&A")
sets forth the Company's executive compensation philosophy, practices and decisions for the fiscal year 2024 for its named executive
officers ("NEOs") listed below and included in the Summary Compensation Table.

 Name

 Title Held with the Company During 2024

 Chairman, President and Chief Executive Officer

 Senior Executive Vice President and Chief Operating Officer

 Executive Vice President, Chief Financial Officer and Treasurer

 Chief Legal Officer and Corporate Secretary

 Eleni Willis

 Senior Vice President and Chief Risk Officer

 (1)
 Ms. Meredith was promoted to Chief Operating Officer effective April 1, 2024.

 (2)
 Ms. Willis was promoted to Chief Risk Officer effective April 1, 2024.

 In addition to the CD&A,
the compensation and benefits provided to our NEOs in 2024 are set forth below in the Summary Compensation Table and other tables that
follow this CD&A, as well as in the footnotes and narrative material that accompany those tables.

 Executive Summary

 The
most important accomplishment in 2024 was negotiating and ultimately entering into a definitive stock purchase agreement dated as of September
15, 2025 (the "Stock Purchase Agreement") with EverBank Financial Corp, a Delaware corporation ("EverBank"), which
provides for the Company to sell all of the issued and outstanding shares of capital stock of the Bank to EverBank for a fixed purchase
price of $261.0 million to be paid in cash to the Company (the "Transaction"), as well as the decision by the Board
to approve a plan of dissolution (the "Plan of Dissolution"), which provides for the dissolution of the Company under Michigan
law following the closing of the Transaction. The Stock Purchase Agreement, the Transaction and the Plan of Dissolution were approved
by the shareholders of the Company at a special meeting on December 18, 2024. The management team worked tirelessly to bring the Transaction
to fruition, including an extraordinary collection of documents and data to populate an electronic data room, participating in extensive
negotiations over the Stock Purchase Agreement, preparing and presenting materials to the Board of Directors and evaluating numerous business
and legal issues with the help of outside advisors. We also continued our work to maintain a strong culture of compliance and re-establish
strong credit metrics for potential new lending initiatives if a sale transaction did not come to fruition.

 All the above accomplishments
are reflective of the significant efforts of the management team led by Mr. O'Brien with the full support of the Board. Mr. O'Brien
has been with the Company for almost five (5) years and together with the Board has sought to restore the Company's financial and
regulatory standing, reduce high expenses related to the completion of the aforementioned major projects and successfully conclude the
various governmental investigations.

 Accomplishments and Challenges for 2024 and
First Quarter 2025

 Accomplishments

 Negotiated
and signed the Stock Purchase Agreement with EverBank

 Negotiated
and signed a definitive agreement for the sale of the Bank's residential tenant-in-common loans with Bayview Acquisitions LLC

 Approved
 the Plan of Dissolution, pursuant to which liquidating distributions will be made to the Company's shareholders funded substantially
by the cash proceeds from the Transaction

 Held
a special meeting of shareholders at which the shareholders approved:

 the
Stock Purchase Agreement, and

 the
Plan of Dissolution

 Exceeded
all regulatory capital requirements

 The
Company's Tier 1 leverage ratio at 2024 year-end was 14.07%

 Reduced criticized and classified loans during 2024 by 34%

 Significantly improved asset quality

 Challenges

 Manage costs related to the Transaction

 Work with EverBank to ensure the smooth integration of operations of the Bank and EverBank, National Association

 Prepare the Company for the wind down and dissolution pursuant to the Plan of Dissolution, including minimizing post-Transaction and
wind down expenses and resolution of any claims

 Continue to reduce the volume of classified loans

 Manage margin pressure from the prevailing higher interest rate environment

 Ensure proper staffing pending Transaction closing and during the wind down of the Company

 Executive Compensation Philosophy

 The goals of the executive
compensation program are to enable the Company to attract, develop and retain an executive team capable of maximizing the Company's
performance for the benefit of its shareholders and to promote increases in long-term shareholder value by aligning the financial interests
of the Company and its shareholders with the NEOs and other members of executive management. It strives to provide employees with incentives
that appropriately balance risk and reward, to be compatible with effective controls and risk management and to be supported by strong
corporate governance, including active and effective oversight by the Board of Directors and the Executive Compensation Committee (the
"Compensation Committee"). For 2024, the Compensation Committee recognized the significant time and effort required by the
executive officers and others to prepare for and execute on the Transaction and to continue its work to re-establish strong credit metrics,
diversify the Company's overall loan production, exit unproductive or ancillary businesses, resolve problem loans and manage the
Company's excess liquidity.

 Pay
Mix. Our compensation program for executive officers in 2024 (other than with respect to Mr. O'Brien) consisted of three
(3) primary components: (i) base salary; (ii) cash-based annual bonuses; and (iii) equity-based long-term incentive awards. We also
offer retirement and other benefits. This is designed to reward executive officers consistent with the goals in the immediately preceding
paragraph.

 Mr.
O'Brien's Compensation. Mr. O'Brien's annual base salary was reduced from $950,000 to $850,000 in 2024.
Mr. O'Brien volunteered to take this reduction to reduce costs while still allowing increases in base salary for executive management.
The Compensation Committee took into account Mr. O'Brien's reduced workload with the completion of regulatory examinations
and investigations as Ms. Meredith, in her role as COO, took on more responsibility and Ms. Knott and Ms. Keogh took on more trusted roles.
This reduction came after a more significant reduction from $3,000,000 at the time he was hired by the Company in 2020 to $950,000 in
2023. The 2023 reduction in base salary also included a $2,000,000 restricted stock grant that vested over 18 months and was fully vested
at January 2, 2025. At the time of Mr. O'Brien's initial hiring, the Company and the Bank were in the midst of an internal
investigation, facing government investigations, pending litigation and significant regulatory scrutiny. The employment agreement entered
into was designed to recruit, retain and appropriately motivate Mr. O'Brien to work to resolve these matters and to reward him meaningfully
for his work. Last year, with the resolution of the remaining government investigations in 2023, the Compensation Committee considered
a more traditional compensation structure, with a combination of salary and equity awards, that would be more appropriate for Mr. O'Brien
on a going forward basis. With Mr. O'Brien's consent, his employment agreement was amended in June 2023 to restructure his
pay mix to reduce his base salary and provide for a grant of restricted stock as well as the possibility of a discretionary cash incentive
compensation grant. The Compensation Committee believes that compensation for Mr. O'Brien consisting of a combination of cash and
restricted stock is in the best interests of the Company and the shareholders. Although before making its recommendations in 2023, the
Compensation Committee reviewed and considered details of a comparability analysis and peer group data that was prepared by outside counsel,
the Compensation Committee did not evaluate any additional peer group data in establishing the 2024 compensation recommendations for Mr.
O'Brien.

 See "Executive Compensation—Employment
Arrangements—Thomas M. O'Brien" below. Mr. O'Brien was not awarded any equity awards or cash incentive compensation
awards in 2024.

 Executive Compensation Process

 Role
of Compensation Committee. The Compensation Committee is ultimately responsible for all compensation decisions for the NEOs
after considering input from management. The Compensation Committee, among other things, oversees the Company's incentive compensation
and equity-based plans and policies and fulfills other responsibilities delegated to the Committee by the Board of Directors.

 The Compensation Committee
has the authority to select, retain and obtain the advice of a compensation consultant, as necessary, to assist with the execution of
its duties and responsibilities set forth in the Compensation Committee Charter. The Compensation Committee did not retain a compensation
consultant in 2024.

 Role
of CEO in Compensation Decisions. The CEO does not attend portions of the Compensation Committee and Board meetings during
which his performance is being evaluated and his compensation determined. The CEO does provide recommendations to the Compensation Committee
and Board as to the other NEOs compensation based on his evaluation of the NEO's performance, each NEO's respective contributions
to the remediation of the Company's and Bank's outstanding legal and regulatory issues, and his understanding of the compensation
of NEOs at similarly sized peer banks. Because traditional performance metrics such as total shareholder value, profitability and growth
did not adequately reflect the performance of the NEOs in light of the numerous issues and challenges the Company faced and the Company's
goals of resolving these matters, the role of the CEO in recommending compensation decisions took on greater importance.

 Key elements of compensation

 Base
Salary. The Company seeks to pay a competitive base salary at levels that reflect each executive's position, individual
performance, experience and expertise. Such base salaries are reviewed annually by the Compensation Committee in comparison to the peer
group and adjusted as appropriate, with no guarantee of annual increases. Other than with respect to the current CEO, base salaries had
historically been lower at the Company as compared to those in its peer group and had originally been targeted to be near the 25 th
percentile of its peer group. In order to attract and retain qualified executive management, the Compensation Committee has endeavored
to increase salaries in order to remain competitive. The Compensation Committee has been trying to gradually increase base salaries (except
for the CEO) to be closer to the 50 th percentile of its peer group. The base salary increases below reflect this viewpoint.

 Name

 2023 Base Salary Rate

 2024 Base Salary Rate

 % Increase(Decrease)

 $
 950,000

 $
 850,000

 (10.5
)%

 $

 $
 410,000

 17.1
 %

 $
 325,000

 $

 7.7
 %

 $
 325,000

 $

 7.7
 %

 Eleni Willis

 $
 235,000

 $
 275,000

 17.0
 %

 As discussed under Executive
Compensation Philosophy – Mr. O'Brien's Compensation, Mr. O'Brien's base salary for 2024 was reduced to
$850,000. See "Executive Compensation—Employment Arrangements—Thomas M. O'Brien" below. Ms. Meredith received
an increase in base salary to $410,000 upon her promotion to Chief Operating Officer, effective April 1, 2024. Ms. Knott and Ms. Keogh
each received a merit increase in annual base salary in 2024 to $350,000, effective April 1, 2024. Ms. Willis received a promotion increase
in base salary to $275,000 upon her promotion to Chief Risk Officer.

 Annual Cash Incentive Compensation

 In June 2024, Ms. Meredith
received a discretionary cash bonus of $60,000, and Ms. Knott and Ms. Keogh each received a discretionary cash bonus of $50,000. Ms. Willis
received a discretionary cash bonus of $30,000 in May 2024. Mr. O'Brien did not receive a cash bonus in 2024. The cash bonuses granted
to the NEOs in 2024 reflect the Committee's decision to reward the continued efforts of the management team to work towards a potential
sale transaction as well as to remediate the numerous problems facing the Company, but also reflect the Compensation Committee's
decision to rely more heavily on long term incentive grants in the form of restricted stock awards to compensate its executive officers,
which the Committee believes serves to better align the interests of the NEOs with that of the Company's shareholders.

 Equity Grants

 Long-term incentive grants
for executive officers serve to promote the interests of the Company by providing such executives with additional incentives to remain
with the Company, to increase their effort to make the Company more successful and to reward such executives by providing an opportunity
to acquire shares of common stock on favorable terms and to attract and retain the best available personnel. Such equity awards serve
to align the interests of the executive officers with that of shareholders. Under the 2020 Omnibus Equity Incentive Plan, the Company
can award a variety of equity awards, including stock options and restricted stock. The Company believes these grants support its business
objectives and, as to restricted stock awards, are an effective retention vehicle with limited downside risk. The Compensation Committee
discussed equity awards for executive management at the beginning of the fiscal year, and in making its decisions, reviewed the condition
of the Bank, the competitive landscape of the Company and the institutional knowledge of executive management. The Compensation Committee
wanted to rely more heavily on long-term executive grants for the executive officers as opposed to cash incentives. The goal was to grant
awards that would properly compensate the NEOs for their efforts in difficult conditions while also serving as a retention tool. The table
below sets forth the restricted stock awards for the NEOs for 2024. Mr. O'Brien was not granted a restricted stock award in 2024.
The restricted stock awards for Ms. Meredith, Ms. Knott and Ms. Keogh vest over five (5) years with vesting beginning in year three with
33% vesting in the third and fourth year after the date of the grant and 34% vesting after the fifth year after the date of grant. The
restricted stock awards for Ms. Willis vests over three (3) years with 33% vesting in the first and second year after the date of the
grant and 34% vesting after the third year after the date of the grant. All restricted stock awards also vest upon a change of control
of the Company, which includes the sale of the Bank. See "Executive Compensation—Potential Payments Upon Termination or Change
in Control", including with respect to the treatment of the restricted stock in connection with the Transaction discussed in "Subsequent
Events". No option awards were granted to the NEOs in 2024.

 2024 Long Term Incentive Grants

 Name

 Options

 RSAs

 Grant

 Date

 Number

 of

 Options

 Grant

Value

 of

 options

 RSAs

 Grant

Value of

 RSAs

 Meredith

 %

 %

 6/24/24

 —

 —

 51,547

 $
 250,003

 Knott

 %

 %

 6/24/24

 —

 —

 46,392

 $

 Keogh

 %

 %

 6/24/24

 —

 —

 46,392

 $

 Willis

 %

 %

 5/17/24

 —

 —

 14,151

 $
 75,000

 Willis

 %

 %

 6/24/24

 —

 —

 10,310

 $
 50,004

 Payments Upon Termination
of Service or Change of Control.

 Severance
Agreements. As the government investigations were resolved, the need for protections provided by a change of control agreement
and the benefits that such an agreement affords to individuals became much more meaningful. In 2023, the Company entered into Change of
Control Agreements with each of Mr. O'Brien and Ms. Keogh and the Bank entered into a Change of Control Agreement with Ms. Willis.
These Change of Control Agreements are similar to the agreement the Company had previously agreed to with Ms. Meredith in connection with
her original hiring in March 2021. In 2024, the Company entered into an amendment to the Change of Control Agreement with Ms. Meredith,
which was expiring. Also in 2024, the Bank entered into a Change of Control Agreement with Ms. Knott which was similar to the agreements
with Mr. O'Brien, Ms. Meredith, Ms. Keogh and Ms. Willis. Pursuant to the terms of a Change of Control Agreement between the Company
and Mr. O'Brien, Ms. Meredith, and Ms. Keogh, respectively, and the Change of Control Agreement between the Bank and Ms. Knott and
Ms. Willis, respectively, each of Mr. O'Brien, Ms. Meredith, Ms. Keogh, Ms. Knott and Ms. Willis may be entitled to certain payments
in the event of a change of control of the Company. See "Executive Compensation—Potential Payments Upon Termination or Change
in Control" and "Executive Compensation—Employment Arrangements—Change of Control Agreements" below.

 The
Bank has a nondiscriminatory severance payment plan (the "Severance Plan") applicable to all employees, other than those who
have individual severance agreements, that provides for payment of severance benefits upon the occurrence of certain involuntary termination
events. Mr. O'Brien, Ms. Meredith, Ms. Knott, Ms. Keogh and Ms. Willis are not entitled to these benefits because of their respective
Change of Control Agreements. See "Executive Compensation—Potential Payments Upon Termination or Change in Control".

 Perquisites.
Mr. O'Brien received a travel reimbursement of $6,024, a car allowance of $6,319, an apartment allowance of $19,166 and a relocation
reimbursement of $6,612 for 2024, all in accordance with the terms of his employment agreement. Ms. Keogh received a travel reimbursement
of $15,848 for 2024, in accordance with the terms of her offer letter.

 Other
Compensation. In addition to the compensation components listed above, the NEOs are eligible to participate in the Company's
broad-based employee plans such as medical, dental, vision, disability and the 401(k) plan with a Company matching contribution, which
is described in more detail in "Executive Compensation—Defined Contribution Retirement Plan" below. Each NEO was eligible
to participate in the Company's employee term life insurance policy during the 2024 fiscal year at no cost to the employee with
such death benefit equal to two times current annual base salary, up to a maximum death benefit of $500,000. NEOs may also purchase additional
life insurance for themselves and their spouse and dependents (up to a maximum death benefit of $500,000 for themselves) on the same terms
and conditions as other employees.

 Clawback Policy

 The
Clawback Policy was originally adopted in 2020, and was amended in 2023 to comply with the Nasdaq listing standards as mandated by the
SEC. The updated Clawback Policy, which requires recoupment of certain cash and equity incentive compensation from executive officers
in the event of an accounting restatement and allows recoupment in the event of detrimental conduct, applies to incentive-based compensation
received on or after October 2, 2023. See "Corporate Governance—Clawback Policy" above. A copy of the Clawback
Policy is incorporated by reference as an Exhibit to the Original 10-K.

 Risk Assessment

 The charter for the Compensation
Committee provides that it is responsible for reviewing the Company's compensation policies and practices for all employees regarding
whether any risks arising from the Company's compensation practices, policies and programs are reasonably likely to have a material
adverse effect on the Company. Day-to-day risk management is the responsibility of management. In April 2024, a full scope Incentive Compensation
Plan Risk Assessment was conducted by the Bank's Enterprise Risk Management ("ERM") department with the assistance of
the Human Resources department. The risk assessment found that management has demonstrated its ability to mitigate the inherent risks
within the incentive compensation program and has been able to steer employees towards desired activities while also balancing it with
desired risk-taking behaviors. The design and development of all incentive compensation plans was done in collaboration with risk management
personnel and any design concerns were addressed.

 The Retail and Commercial
Lending Incentive Compensation Plans were revised in July 2024 to incorporate changes suggested by the ERM department which consisted
mostly of clarifying elements as to how the program is defined and communicated to employees. The Bank no longer has residential loan
officers. Compensation for the commercial lending staff is comprised of salary with an annual variable compensation component. Variable
compensation for commercial loan officers will not exceed a certain percentage of a loan officer's base salary and is discretionary
based on a variety of weighted criteria, including portfolio management, loan production, and corporate compliance.

 With
respect to executive management, the Compensation Committee designed the incentive compensation program for executives to include
multiple performance measures with Compensation Committee discretion. Given the Company's regulatory and legal challenges over the
past five (5) years, traditional financial metrics and a purely formulaic approach were not appropriate or relevant. The Compensation
Committee believes that its compensation policies and practices for its executive officers do not encourage unnecessary risk taking that
is reasonably likely to have a material adverse effect on the Company.

 Equity Grant Procedures

 In recent years, including
in the 2024 fiscal year, the Company has not granted stock options to its executive officers. The Company does not grant stock options
or similar awards in anticipation of the release of material nonpublic information, and the Company does not time the release of material
nonpublic information based upon the grant dates of stock options or similar awards.

 Shareholder Advisory Vote

 At our 2024 annual meeting,
our shareholders approved our say-on-pay resolution as to executive compensation disclosed in last year's proxy statement, with
approximately seventy-eight percent (78%) of shares present at the meeting and counted as votes cast voted in favor. The Company believes
such vote to be a positive endorsement of its current pay practices and is evidence that its compensation policies have been in the best
interest of shareholders.

 Compensation Committee Report

 The Compensation Committee
has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management. Based on the review and discussions,
the Compensation Committee recommended to the Board of Directors that the CD&A be included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2024.

 Compensation Committee of Sterling Bancorp, Inc.

 Michael Donahue, Chairman

 Peggy Daitch

 Denny Kim

 EXECUTIVE COMPENSATION

 Summary Compensation Table

 The following table sets forth
information regarding the compensation paid or awarded to, or earned by, each of our NEOs for our fiscal years ended December 31, 2024,
2023 and 2022.

 Name
 and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 ($) (1)

 ($)

 Non-Equity

 Incentive Plan

 ($)

 Change
 in

 Pension Value

 and

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 other

 ($) (2)(3)

 Total

 ($)

 Thomas M. O'Brien,

 2024

 910,769

 —

 —

 —

 —

 —

 58,821

 969,590

 Chief Executive Officer

 2023

 2,014,423

 —

 2,000,003

 —

 —

 —

 49,813

 4,064,239

 2022

 3,000,000

 —

 —

 —

 —

 —

 48,707

 3,048,707

 Christine
 Meredith,

 2024

 393,846

 60,000

 250,003

 —

 —

 —

 724,549

 Senior Executive Vice President

 2023

 317,692

 50,000

 499,998

 —

 —

 —

 887,490

 and Chief Operating Officer (4)

 2022

 282,308

 70,000

 100,004

 —

 —

 —

 16,415

 468,727

 Karen Knott,

 2024

 343,269

 50,000

 —

 —

 —

 638,970

 Chief Financial Officer

 2023

 311,538

 50,000

 499,998

 —

 —

 —

 881,336

 2022

 280,770

 70,000

 100,004

 —

 —

 —

 18,300

 469,074

 2024

 343,269

 50,000

 —

 —

 —

 36,548

 654,818

 Chief Legal Officer

 2023

 325,000

 20,000

 499,998

 —

 —

 —

 39,465

 884,463

 2022

 62,813

 —

 —

 —

 —

 —

 8,684

 71,497

 Eleni
 Willis,

 Chief Risk Officer (5)

 2024

 264,231

 30,000

 125,004

 —

 —

 —

 439,935

 (1)
 Represents the grant date fair value calculated based on the closing price of the Company's common
stock on the grant date, reduced by the dividends per share expected to be paid during the period the shares are not vested. For more
information concerning the assumptions used for these calculations, see Note 12 to our consolidated financial statements included in "Item
8. Financial Statements and Supplementary Data" in the Original 10-K.

 (2)
 The NEOs are eligible to participate in certain group life, health and disability insurance plans not
disclosed in the Summary Compensation Table that are generally available to salaried employees and do not discriminate in scope, terms
and operation.

 (Notes continued on next page)

 (3)
 The table below summarizes all other compensation for our NEOs for fiscal years 2022, 2023 and 2024:

 All Other Compensation ($)

 Officer

 2022

 2023

 2024

 Automobile Allowance

 6,319

 6,319

 6,319

 Employer Contributions to Defined Contribution Plan (Paid in Stock of the Company for 2022 and cash for 2023 and 2024)

 18,300

 Travel Reimbursement

 4,922

 4,528

 6,024

 Apartment Allowance

 19,166

 19,166

 19,166

 Relocation Expenses

 —

 —

 6,612

 Total

 48,707

 49,813

 58,821

 Employer Contributions to Defined Contribution Plan (Paid in Stock of the Company for 2022 and cash for 2023 and 2024)

 16,415

 Total

 16,415

 Employer Contributions to Defined Contribution Plan (Paid in Stock of the Company for 2022 and cash for 2023 and 2024)

 18,300

 Total

 18,300

 Employer Contributions to Defined Contribution Plan (Paid in Stock of the Company for 2022 and cash for 2023 and 2024)

 2,250

 Travel Reimbursement

 6,434

 19,665

 15,848

 Total

 8,684

 39,465

 36,548

 Eleni Willis

 Employer Contributions to Defined Contribution Plan (Paid in cash for 2024)

 —

 —

 Total

 —

 —

 Total

 92,106

 128,878

 157,469

 (4)
 Ms. Meredith was promoted to Senior Executive Vice President on July 18, 2023 and Chief Operating Officer
effective April 1, 2024.

 (5)
 Ms. Willis was promoted to Chief Risk Officer effective April 1, 2024.

 Grants of Plan-Based Awards in 2024

 The following table provides
information about plan-based awards granted to the named executive officers in 2024, other than Mr. O'Brien who did not receive
a grant in 2024:

 Estimated
 Future Payouts

 Under Non-Equity

 Incentive Plan Awards

 Estimated
 Future Payouts

 Under Equity

 Incentive Plan Awards

 All

 Other

 Stock

 Awards:

 Number

 of Shares

 of Stock

 All
 Other

 Awards:

 Number

 of Shares

 Underlying

 Exercise

 or base

 price of

 option

 Grant

 Date Fair

 Value of

 Stock and

 Name

 Grant

 Date

 Threshold

 ($)

 Target

 ($)

 Maximum

 ($)

 Threshold

 (#)

 Target

 (#)

 Maximum

 (#)

 or
 Units

 (#)

 Options

 (#)

 awards

 ($/Sh)

 ($)

 Christine
 Meredith (1)

 06/24/2024

 —

 —

 —

 —

 —

 —

 51,547

 —

 —

 250,003

 Karen
 Knott (2)

 06/24/2024

 —

 —

 —

 —

 —

 —

 46,392

 —

 —

 Elizabeth
 M. Keogh (2)

 06/24/2024

 —

 —

 —

 —

 —

 —

 46,392

 —

 —

 Eleni
 Willis (3)

 05/17/2024

 —

 —

 —

 —

 —

 —

 14,151

 —

 —

 75,000

 Eleni
 Willis (4)

 06/24/2024

 —

 —

 —

 —

 —

 —

 10,310

 —

 —

 50,004

 (1)
 This award was granted under the 2020 Omnibus Equity Incentive Plan and vests as follows: 17,010 shares
on June 24, 2027, 17,010 shares on June 24, 2028, and 17,527 shares on June 24, 2029.

 (2)
 These awards were granted under the 2020 Omnibus Equity Incentive Plan and vest as follows: 15,309 shares
on June 24, 2027, 15,309 shares on June 24, 2028, and 15,774 shares on June 24, 2029.

 (3)
 This award was granted under the 2020 Omnibus Equity Incentive Plan and vests as follows: 4,669 shares
on May 17, 2025, 4,669 shares on May 17, 2026, and 4,813 shares on May 17, 2027.

 (4)
 This award was granted under the 2020 Omnibus Equity Incentive Plan and vests as follows: 3,402 shares
on June 24, 2025, 3,402 shares on June 24, 2026, and 3,506 shares on June 24, 2027.

 Outstanding Equity Awards at 2024 Fiscal Year-End

 The following table
provides information on the holdings of equity awards by our named executive officers as of December 31, 2024.

 Option awards

 Stock awards

 Name

 securities

 underlying
 unexercised
 options
 exercisable

 (#)

 securities
 underlying
 unexercised
 options
 unexercisable

 (#)

 Equity

 incentive

 plan

 awards:

 number of

 securities

 underlying

 unexercised

 unearned

 options (#)

 exercise
 price
 ($)

 expiration
 date

 Number

of
 shares or
 units of
 stock that
 have not
 vested
 (#)

 Market
 value of
 shares of
 units of
 stock that
 have not
 vested
 ($) (1)

 Equity

 incentive

 plan

awards:

 number of

 unearned

shares,

 units of

 other

 rights that

 have not

 vested

 (#)

 Equity

 incentive

 plan

 awards:

 market or

 payout

value of

unearned

shares,

 units or

other

rights that

have

 not vested

 ($)

 Thomas M. O'Brien (2)

 300,000

 —

 —

 4.00

 6/5/2030

 —

 —

 —

 —

 —

 —

 —

 —

 —

 124,771

 —

 —

 Christine Meredith (3)(4)(6)

 —

 —

 —

 —

 —

 156,723

 746,002

 —

 —

 Karen Knott (3)(4)(5)

 2,000

 —

 —

 13.73

 3/21/2028

 —

 —

 —

 —

 3,115

 —

 —

 10.12

 3/1/2029

 —

 —

 —

 —

 6,944

 —

 —

 7.10

 3/2/2030

 —

 —

 —

 —

 —

 —

 —

 —

 —

 151,568

 —

 —

 Elizabeth M. Keogh (4)(5)

 —

 —

 —

 —

 —

 146,592

 —

 —

 Eleni Willis (7)(8)(9)

 —

 —

 —

 —

 —

 51,920

 247,140

 —

 —

 (1)

 Based on the closing price of the Company's common stock on the Nasdaq on December 31, 2024, which was $4.76.

 (2)

 On June 22, 2023, Mr. O'Brien received a grant of 366,973 restricted stock awards, which vested as follows: 121,101 shares on January 2, 2024, 121,101 shares on July 2, 2024, and 124,771 shares on January 2, 2025.

 (3)

 On May 17, 2022, Ms. Knott and Ms. Meredith received grants of 14,926 restricted stock awards, which vest over a three-year period as follows: 4,975 shares on May 17, 2023, an additional 4,975 shares on May 17, 2024, and the remaining 4,976 shares on May 17, 2025.

 (4)

 On May 31, 2023, Ms. Knott, Ms. Meredith and Ms. Keogh received grants of 100,200 restricted stock awards, which vest as follows: 33,066 shares on May 31, 2026, 33,066 shares on May 31, 2027, and 34,068 shares on May 31, 2028.

 (5)

 On June 24, 2024, Ms. Knott and Ms. Keogh received grants of 46,392 restricted stock awards, which vest as follows: 15,309 shares on June 24, 2027, 15,309 shares on June 24, 2028, and 15,774 shares on June 24, 2029.

 (6)

 On June 24, 2024, Ms. Meredith received a grant of 51,547 restricted stock awards, which vest as follows: 17,010 shares on June 24, 2027, 17,010 shares on June 24, 2028, and 17,527 shares on June 24, 2029.

 (Notes continued on next page)

 (7)

 On May 19, 2023, Ms. Willis received a grant of 40,984 restricted stock awards, which vest as follows: 13,525 shares on May 19, 2024, 13,525 shares on May 19, 2025, and 13,934 shares on May 19, 2026.

 (8)

 On May 17, 2024, Ms. Willis received a grant of 14,151 restricted stock awards, which vest as follows: 4,669 shares on May 17, 2025, 4,669 shares on May 17, 2026, and 4,813 shares on May 17, 2027.

 (9)

 On June 24, 2024, Ms. Willis received a grant of 10,310 restricted stock awards, which vest as follows: 3,402 shares on June 24, 2025, 3,402 shares on June 24, 2026, and 3,506 shares on June 24, 2027.

 No
options were exercised by named executive officers in 2024. Shares of restricted stock held by named executive officers were vested in
2024 as follows: an aggregate of 242,202 shares of restricted stock held by Mr. O'Brien, an aggregate of 11,734 shares of restricted
stock held by Ms. Meredith, an aggregate of 7,679 shares of restricted stock held by Ms. Knott and an aggregate of 15,102 shares of restricted
stock held by Ms. Willis.

 Employment Arrangements

 The
Company entered into an employment agreement with Thomas M. O'Brien dated as of June 1, 2020 (the "O'Brien Employment
Agreement"). The O'Brien Employment Agreement provided that Mr. O'Brien's initial base salary would be $3,000,000
per year. The Board of Directors was required under the O'Brien Employment Agreement to take all actions necessary to appoint Mr.
O'Brien as a director of the Company and the Bank, and to the executive committee, if any, of each of the boards of directors of
the Company and the Bank, and to nominate him for election by the Company's shareholders as a member of the Board of Directors.

 As
an inducement to Mr. O'Brien accepting employment with the Company, pursuant to the O'Brien Employment Agreement, on June
5, 2020 Mr. O'Brien was granted a stock option to purchase 300,000 shares of the Company's common stock ("Common Stock";
and such option, the "Option") with an exercise price per share of $4.00, which is equal to the average of the high and the
low sales prices of the Common Stock underlying the Option on the date of grant. The Option has a term of ten (10) years unless terminated
earlier under the terms of the option agreement. The Option vested as to one-third (1/3) on January 1, 2021 and vested as to one-third
(1/3) on June 5, 2021, which is the first anniversary of the date of grant, and vested as to one-third (1/3) on January 1, 2022. In the
event of termination of employment other than termination for "cause" (as defined in the O'Brien Employment Agreement),
if the Option is exercisable at the time of such termination of employment, it will remain exercisable for three (3) years following termination,
provided that Mr. O'Brien remains in compliance with certain terms contained in the O'Brien Employment Agreement. The award
was granted pursuant to an option award and is not subject to the Company's 2017 Omnibus Equity Incentive Plan.

 Pursuant
to the O'Brien Employment Agreement, Mr. O'Brien received a temporary housing allowance and relocation assistance (which included
reimbursement of moving expenses), the payment of a rental allowance on the rental of an apartment and a weekly travel allowance (for
travel expenses to Mr. O'Brien's residence). Mr. O'Brien is also entitled to participate in any employee benefits, fringe
benefits, perquisites and business expense reimbursements that the Company or the Bank offers to full-time employees or other members
of executive management other than through or related to bank-owned life insurance arrangements. Under the O'Brien Employment Agreement,
Mr. O'Brien is also eligible to receive annual equity awards at the discretion of the Company's Compensation Committee.

 The
O'Brien Employment Agreement also contains customary non-solicitation, non-competition and non-disclosure provisions.

 On
June 22, 2023, the Company and Mr. O'Brien entered into an amendment to the O'Brien Employment Agreement (the "O'Brien
Employment Agreement Amendment"), pursuant to which Mr. O'Brien's base salary was revised to a rate of $950,000 per
year. Mr. O'Brien's annual base salary was subsequently reduced from $950,000 to $850,000 in 2024. Additionally, pursuant
to the O'Brien Employment Agreement Amendment, the Compensation Committee may grant Mr. O'Brien a discretionary bonus with
respect to calendar year 2023 and thereafter. The amount of any discretionary bonus and the performance criteria, if any, will be determined
by the Compensation Committee in its sole discretion. Any such discretionary bonus will be paid on the date in the year following the
year to which the bonus relates on which annual bonuses are paid generally by the Company to its senior executives unless otherwise determined
by the Compensation Committee, subject to Mr. O'Brien's continued employment with the Company through the bonus payment date.
Mr. O'Brien did not receive a bonus in calendar year 2024.

 Concurrent
with entering into the O'Brien Employment Agreement, Mr. O'Brien also entered into a stock purchase agreement with the Company
(the "Stock Purchase Agreement"), pursuant to which Mr. O'Brien agreed to purchase 300,000 shares of Common Stock directly
from the Company with his own funds within twelve (12) months from the date of commencement of his employment. The Stock Purchase Agreement
provides that the shares to be purchased will not initially be registered under the Securities Act of 1933, as amended but that Mr. O'Brien
will receive customary "piggy-back" registration rights that provide for Mr. O'Brien to add the shares he purchases
to future registrations of securities by the Company. In May 2021, Mr. O'Brien purchased from the Company 300,000 unregistered shares
of common stock pursuant to the terms of the Stock Purchase Agreement for cash consideration of $1,350,000 or $4.50 per share, the fair
market value on the date of sale.

 Change of Control
Agreements

 Each
of Mr. O'Brien, Ms. Meredith, Ms. Knott, Ms. Keogh and Ms. Willis has entered into change of control agreements with the Company
or the Bank (the "Change of Control Agreements").

 If
the executive officer's employment is terminated without cause or if the executive officer 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
officer the 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"), and, if the termination of employment occurs not later than one
(1) year after the change of control, the Company will pay an amount equal to twelve (12) months of base salary paid in a lump sum on
the 60th day after termination of employment, subject to a release of claims becoming effective. Currently, Mr. O'Brien's
annual base salary is $850,000, Ms. Meredith's annual base salary is $410,000, Ms. Knott's annual base salary is $350,000,
Ms. Keogh's annual base salary is $350,000 and Ms. Willis' annual base salary is $275,000.

 If
the executive officer'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 officer the Standard Entitlements, and the Company (with
respect to Mr. O'Brien, Ms. Meredith and Ms. Keogh) or the Bank (with respect to Ms. Knott and Ms. Willis) will pay base salary
continuation at the annual rate in effect immediately prior to the termination of his/her employment during a period ending on the earliest
of (i) one hundred eighty (180) days after the date of termination of his/her employment; (ii) the date on which long-term disability
insurance benefits are first payable to him/her under any long-term disability insurance plan covering employees of the Bank; and (iii)
the date of his/her death.

 Under
the Change of Control Agreements, if the Bank or the Company terminates the executive officer'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 officer's
employment terminates due to death, the Bank will pay the executive officer or his/her estate the Standard Entitlements. If the executive
officer's employment is terminated at any time for cause (as defined in the Change of Control Agreements) or if the executive officer
resigns without good reason (as defined in the Change of Control Agreement), the Company or the Bank, as applicable will pay the executive
officer the Standard Entitlements.

 The
Change of Control Agreements also contain customary non-solicitation, non-competition and non-disclosure provisions. Payments under the
Change of Control Agreements 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. The Change of Control Agreements also contain a cutback provision,
which provides that, if the total payments to the executive officer upon a termination would exceed the applicable threshold under Section
280G of the Internal Revenue Code of 1986, as amended (the "Code"), then the total payments will be reduced to the applicable
threshold to avoid the imposition of excise taxes under Section 4999 of the Code. None of the executive officers will receive payments
in connection with the Transaction that will exceed the threshold under Code Section 280G, and the amounts will not be reduced.

 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; 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 consummation of the transactions contemplated by the Stock Purchase
Agreement would constitute a Change of Control under the Change of Control Agreements.

 POTENTIAL PAYMENTS UPON
TERMINATION OR CHANGE IN CONTROL

 Potential payments upon a
termination or change in control as of December 31, 2024 for the named executive officers are set forth in the Change in Control and Severance
Payments Table below.

 The amounts of these payments
as of December 31, 2024 for Mr. O'Brien, Ms. Meredith, Ms. Knott, Ms. Keogh and Ms. Willis are set forth in the Severance Payments
Table.

 In addition, restricted stock
awards become fully vested in the event of a change of control and the Compensation Committee has the discretion to accelerate unvested
stock options in the event of a change of control. As of December 31, 2024, the acceleration of the restricted stock awards would have
resulted in payments in aggregate values of $593,910 to Mr. O'Brien; $746,001 to Ms. Meredith; $721,464 to Ms. Knott; $697,778 to
Ms. Keogh; and $247,139 to Ms. Willis, respectively, in each case, based on the closing price of our common stock as of December 31, 2024
of $4.76. No value would be realized with respect to the options held by Ms. Knott as the exercise price of her unvested options exceeded
the closing price of our common stock as of such date. Mr. O'Brien's stock options are fully vested and would have resulted
in payments with an aggregate value of $228,000 under the terms described below.

 Mr. O'Brien, Ms. Meredith,
Ms. Knott, Ms. Keogh and Ms. Willis may be entitled to payments under their Change of Control Agreements. If Mr. O'Brien's,
Ms. Meredith's, Ms. Knott's, Ms. Keogh's or Ms. Willis' employment is terminated without cause or if Mr. O'Brien,
Ms. Meredith, Ms. Knott, Ms. Keogh or Ms. Willis resigns for good reason (as defined in and provided for in the applicable Change of Control
Agreement) after a change of control or a pending change of control, and the termination of employment occurs not later than one (1) year
after the change of control, the Company or the Bank, as applicable, will pay an amount equal to twelve (12) months of base salary paid
in a lump sum on the sixtieth (60 th) day after termination of employment, subject to a release of claims becoming effective.
Currently, Mr. O'Brien's annual base salary is $850,000, Ms. Meredith's annual base salary is $410,000, Ms. Knott's
annual base salary is $350,000, Ms. Keogh's annual base salary is $350,000 and Ms. Willis' annual base salary is $275,000.
If any of Mr. O'Brien's, Ms. Meredith's, Ms. Knott's, Ms. Keogh's or Ms. Willis' employment is terminated
due to disability (as defined in the applicable Change of Control Agreement) after a change of control or a pending change of control,
the Company or the Bank, as applicable, will pay base salary continuation at the annual rate in effect immediately prior to the termination
of employment during a period ending on the earliest of (i) one hundred eighty (180) days after the date of termination of employment;
(ii) the date on which long-term disability insurance benefits are first payable under any long-term disability insurance plan covering
employees of the Bank; and (iii) the date of death.

 Subsequent
Events On March 19, 2025, the Compensation Committee determined that the requirements for accelerated vesting of all unvested
shares of restricted stock have occurred and that the acceleration of the vesting of all unvested shares of restricted stock previously
granted to independent directors and certain key employees shall occur on March 19, 2025. The Compensation Committee previously took action
to fully accelerate the vesting of all unvested shares of restricted stock previously granted to independent directors and certain key
employees on the first day on which all of the following have occurred: (i) the Company has received shareholder approval of the Company's
sale of all of the issued and outstanding shares of capital stock of the Bank to EverBank; (ii) all applicable regulatory approvals for
the sale transaction have been received; and (iii) all other material closing conditions with respect to the sale transaction, as determined
by the Compensation Committee in its sole discretion, have been satisfied.

 CHANGE
IN CONTROL AND SEVERANCE PAYMENTS AS OF DECEMBER 31, 2024 (1)

 Eleni Willis

 Termination without Cause - No Change of Control

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Total

 —

 —

 —

 —

 —

 Disability (2)

 $
 419,178

 $
 202,192

 $
 172,603

 $
 172,603

 $
 135,616

 —

 —

 —

 —

 —

 Restricted Stock Award Vesting (3)

 $

 $

 $

 $

 $

 Stock Option Payment (4)

 $
 228,000

 —

 —

 —

 —

 Total

 $
 1,241,088

 $
 948,193

 $
 894,067

 $
 870,381

 $
 382,755

 Death (5)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Restricted Stock Award Vesting (6)

 $

 $

 $

 $

 $

 Stock Option Payment (4)

 $
 228,000

 —

 —

 —

 —

 Total

 $
 821,910

 $

 $

 $

 $

 Change of Control - No Termination of Employment

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Restricted Stock Award Vesting (7)

 $

 $

 $

 $

 $

 Stock Option Payment (4)

 $
 228,000

 —

 —

 —

 Total

 $
 821,910

 $

 $

 $

 $

 Change of Control - Termination of Employment without Cause

 —

 —

 —

 —

 —

 $
 850,000

 $
 410,000

 $

 $

 $
 275,000

 —

 —

 —

 —

 —

 Restricted Stock Award Vesting (8)

 $

 $

 $

 $

 $

 Stock Option Payment (4)

 $
 228,000

 —

 —

 —

 —

 Total

 $
 1,671,910

 $
 1,156,001

 $
 1,071,464

 $
 1,047,778

 $
 522,139

 (1)
 The payments for Mr. O'Brien, Ms. Meredith, Ms. Knott,
Ms. Keogh and Ms. Willis are subject to their respective Change of Control Agreements described in "Executive Compensation—Potential
Payments Upon Termination or Change in Control" above and, with respect to vesting of equity, the applicable equity plan rules.
Payments upon Mr. O'Brien's, Ms. Meredith's, Ms. Knott's, Ms. Keogh's or Ms. Willis' disability are
only made if the disability is subsequent to a change of control or pending change of control.

 (2)
 The Company maintains a disability plan which is generally available
to all employees, and any payments or benefits under this plan are not disclosed in this table.

 (3)
 Restricted stock fully vests in the event of a termination of
employment by reason of disability.

 (4)
 All options are fully vested. As of December 31, 2024, other
than for the stock option granted to Mr. O'Brien, the exercise price of each option exceeded the closing price of our common stock
as of December 31, 2024 of $4.76.

 (5)
 The Company maintains a life insurance plan that is generally
available to all employees, and any payments under this plan are not disclosed in this table.

 (6)
 Restricted stock fully vests in the event of a termination of
employment by reason of death.

 (7)
 Restricted stock fully vests on the date of a change of control.

 (8)
 Restricted stock fully vests on the date of a change of control.

 DIRECTOR COMPENSATION

 2024 Director Compensation Table

 The table below sets forth the compensation of
each non-employee director in 2024.

 Name

 Fees

 Earned
 or Paid

in
 Cash ($)

 Stock
 ($) (1)

($)

 Non-Equity

Incentive Plan

($)

 Change in

 pension value

 and

nonqualified

 deferred

 compensation

 earnings

 All other

compensation

 ($)

 Total
 ($)

 Peggy Daitch

 74,000

 —

 —

 —

 —

 117,275

 Tracey Dedrick

 92,000

 —

 —

 —

 —

 135,275

 Michael Donahue

 72,000

 —

 —

 —

 —

 115,275

 Steven E. Gallotta

 71,000

 —

 —

 —

 —

 114,275

 Denny Kim

 98,000

 —

 —

 —

 —

 141,275

 Eboh Duke Okorie

 54,000

 —

 —

 —

 —

 97,275

 Benjamin Wineman

 62,000

 —

 —

 —

 —

 105,275

 Total

 523,000

 302,925

 —

 —

 —

 —

 825,925

 (1)
 Represents the grant date fair
value of restricted stock awards calculated based on the closing price of the Company's common stock on the grant date, reduced
by the dividends per share expected to be paid during the period the shares are not vested.

 Director Fees

 Board of Directors members
receive a quarterly retainer of $7,500. For each standing committee of the Board of Directors, committee chairs receive $5,000 quarterly,
and committee members receive $3,000 quarterly. The Lead Independent Director receives $2,500 quarterly.

 Compensation Committee Interlocks and Insider
Participation

 None of our executive officers
currently serve, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has
one or more executive officers serving on our Board of Directors or Compensation Committee.

 PAY VERSUS PERFORMANCE

 In August 2022, the SEC adopted
final rules to require companies to disclose information about the relationship between executive compensation actually paid and certain
financial performance of the company. The information below is provided pursuant to Item 402(v) of SEC Regulation S-K with respect to
"smaller reporting companies" as that term is defined at Item 10(f)(1) of SEC Regulation S-K.

 (a)

 Year

 (b)

 Summary

 Table Total

 for PEO ($) (1)

 (c)

 Actually Paid

to PEO ($) (2)

 (d)

 Average

Summary

 Table Total

for Non-PEO

 Named

Executive

Officers ($) (3)

 (e)

 Average

 Actually Paid

to Non-PEO

 Named

Executive

Officers ($) (4)

 (f)

 Value of

Initial Fixed

$100

Investment

Based on

 Total

Shareholder

 Return ($) (5)

 (g)
 Net Income
 ($) (6)

 2024

 969,590

 768,489

 614,568

 518,651

 82.78

 2,138,000

 2023

 4,064,239

 4,181,670

 727,595

 752,912

 100.35

 7,413,000

 2022

 3,048,707

 3,048,707

 365,939

 304,610

 105.91

 (14,194,000

)

 (1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. O'Brien (Chief Executive Officer)
for each corresponding year in the "Total" column of the Summary Compensation Table. See "Executive Compensation —Summary
Compensation Table."

 (2) The dollar amounts reported in column
(c) represent the amount of "compensation actually paid" to Mr. O'Brien as computed in accordance with Item 402(v)(2)(iii)
of SEC Regulation S-K, which prescribes certain specified additions to and subtractions from the amount shown in column (b). In accordance
with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to Mr. O'Brien's total
compensation for each year to determine the compensation actually paid:

 o
 For 2024:

 §
 we subtracted $126,019 reflecting the change in the fair value during 2024 of restricted stock granted
to Mr. O'Brien that were outstanding and unvested at year-end;

 §
 we subtracted $75,083 reflecting the change as of the vesting date (from the prior year end) in the fair
value of awards granted in a prior year which vested during 2024.

 o
 For 2023:

 §
 we subtracted $2,000,003 reflecting the award of restricted stock to Mr. O'Brien during 2023 as
disclosed in the column "stock awards" of the Summary Compensation Table; and

 §
 we added $2,117,434 reflecting the fair value as of the end of 2023 of the restricted stock granted to
Mr. O'Brien during 2023.

 (3) The dollar amounts reported in column
(d) represent the average of the amounts reported for the Company's named executive officers as a group (excluding Mr. O'Brien)
in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the named executive
officers (excluding Mr. O'Brien) included for purposes of calculating the average amounts in each applicable year are as follows:
(a) for 2024, Ms. Meredith, Ms. Knott, Ms. Keogh, and Ms. Willis (who became a named executive officer in 2024); and (b) for 2022 and
2023, Ms. Keogh (who became an employee on October 24, 2022), Ms. Kimmel (who separated from service with the Company and the Bank during
2023), Ms. Meredith and Ms. Knott.

 (Notes continued on next page)

 (4) The dollar amounts reported in column
(e) represent the average amount of "compensation actually paid" to the named executive officers as a group (excluding Mr.
O'Brien) as computed in accordance with Item 402(v)(2)(iii) of Regulation S-K which prescribes certain specified additions to and
subtractions from the amount shown in column (d). In accordance with the requirements of Item 402(v) of Regulation S-K, the following
adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. O'Brien) for each
year to determine the compensation actually paid, using the same methodology described in Note 2 above:

 o
 For 2024:

 §
 we subtracted $206,252 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of awards of restricted stock during 2024 as disclosed in the column "stock awards" of the Summary Compensation
Table;

 §
 we added $200,862 reflecting the average for the named executive officers as a group (excluding Mr. O'Brien)
of the change in fair value of awards of restricted stock granted during 2024 that are outstanding and unvested as of the end of 2024;

 §
 we subtracted $85,348 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of the change in the fair value during 2024 of restricted stock awarded in prior years that was outstanding and unvested
at the end of fiscal 2024; and

 §
 we subtracted $5,179 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) in the change as of the vesting date (from the prior year end) in the fair value of awards granted in prior years which
vested in 2024.

 o
 For 2023:

 §
 we subtracted $374,999 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of awards of restricted stock during 2023 as disclosed in the column "stock awards" of the Summary Compensation
Table;

 §
 we added $433,616 reflecting the average for the named executive officers as a group (excluding Mr. O'Brien)
of the fair value of awards of restricted stock granted during 2023 that are outstanding and unvested as of the end of 2023;

 §
 we subtracted $2,349 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of the change in the fair value during 2023 of restricted stock awarded in prior years that was outstanding and unvested
at the end of fiscal 2023;

 §
 we subtracted $5,510 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) in the change as of the vesting date (from the prior year end) in the fair value of awards granted in prior years which
vested during 2023; and

 §
 we subtracted $25,441 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of awards granted in prior fiscal years for which there was a failure to meet applicable vesting conditions during 2023.

 o
 For 2022:

 §
 we subtracted $75,003 reflecting the average for the named executive officers as a group (excluding Mr.
O'Brien) of awards of restricted stock during 2022 as disclosed in the column "stock awards" of the Summary Compensation
Table;

 §
 we added $7,468 reflecting the average for the named executive officers as a group (excluding Mr. O'Brien)
of the change in the fair value during 2022 of restricted stock awarded in prior years that was outstanding and unvested at the end of
fiscal 2022; and

 §
 we added $6,206 reflecting the average for the named executive
officers as a group (excluding Mr. O'Brien) in the change as of the vesting date (from the prior year end) in the fair value of
awards granted in prior years which vested during 2022.

 (5) Total Shareholder Return is determined
based on the value of an initial fixed investment in the Company's common stock of $100 on December 30, 2021 and calculated in accordance
with Item 201(e) of SEC Regulation S-K.

 (6) The dollar amounts reported in column
(g) represent the amount of net income reflected in our consolidated audited financial statements for the applicable year.

 All information provided above
under the "Pay Versus Performance Information" heading will not be deemed to be incorporated by reference in any filing of
our company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.

 Chief Executive Officer Pay Ratio

 The Company's chief
executive officer to median employee pay ratio was calculated in accordance with SEC requirements. However, due to the flexibility afforded
by Item 402(u) of Regulation S-K in calculating the pay ratio, the ratio presented herein is a reasonable estimate and
may not be comparable to the pay ratio presented by other companies.

 The Company identified the
median employee by examining 2024 total compensation for all employees of the Company excluding the Chief Executive Officer.

 The employee population used
to identify the Company's median employee included all employees of the Company, whether employed on a full-time, part-time or seasonal
basis, as of December 31, 2024. The compensation measure described above was consistently applied to this entire employee population.
The Company did not make any assumptions, adjustments or estimates with respect to the employee population or the compensation measure,
but it did annualize the compensation for any employees that were not employed by the Company for all of 2024.

 After identifying the median
employee based on the compensation measure described above, the Company calculated annual total compensation for the median employee using
the same methodology used for our named executive officers as set forth in the "Summary Compensation Table" herein. The median
employee was identified as of December 31, 2024, and the chief executive officer to median employee pay ratio was calculated with respect
to the annualized compensation for Mr. O'Brien. As illustrated in the table below, in 2024, the Company's Chief Executive
Officer's annual total compensation was 11.75 times that of the Company's median employee.

 Chief Executive

 Median

 Officer

 Employee

 2024 Annual Total Compensation

 $
 969,590

 $
 82,542

 Total Annual Compensation Pay Ratio

 11.75

 Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

 Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth
information as of February 28, 2025 regarding the beneficial ownership of our common stock by:

 each shareholder known by us to beneficially own more than five percent (5%) of our outstanding common stock;

 each of our directors and named executive officers; and

 all of our directors and executive officers as a group.

 We have determined beneficial
ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if
such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities,
or has the right to acquire such powers within sixty (60) days. Except as disclosed in the footnotes to this table and subject to applicable
community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares
shown opposite such person's name.

 Except as otherwise specified
below, the address for each listed shareholder is: c/o Sterling Bancorp, Inc., One Towne Square, Suite 1900, Southfield, Michigan 48076.

 Common Stock Owned

 Name and Address of Beneficial Owner

 Shares

 Percent (1)

 5% Shareholders:

 K.I.S.S. Dynasty Trust No. 9 dated March 2, 2022 (2)(3)
 c/o The First National Bank in Sioux Falls
 100 South Phillips Avenue, Sioux Falls, SD 57104

 12,107,732

 23.15

 %

 J. Thomas MacFarlane (3)
 255 East Brown Street, Suite 320, Birmingham, MI 48009

 12,107,732

 23.15

 %

 Michael Shawn (4)
 7300 Biscayne Boulevard, Suite 200, Miami, FL 33138

 8,981,041

 17.17

 %

 Harry S. Stern (5)
 220 Montgomery Street, 15th Floor, San Francisco, CA 94104

 8,101,536

 15.49

 %

 K.I.S.S. Bank Stock Trust (4)
 c/o The First National Bank in Sioux Falls
 100 South Phillips Avenue, Sioux Falls, SD 57104

 7,507,318

 14.35

 %

 Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust (2)(5)
 c/o The First National Bank in Sioux Falls
 100 South Phillips Avenue, Sioux Falls, SD 57104

 5,743,579

 10.98

 %

 FJ Capital Management LLC

 (6) 7901 Jones Branch Drive, Suite 210, McLean, VA 22102

 4,300,157

 8.22

 %

 Scott J. Seligman (7)

 3,641,401

 6.96

 %

 Directors:

 Peggy Daitch (8)

 30,864

 *

 Tracey Dedrick (8)

 30,000

 *

 Michael Donahue (8)

 15,000

 *

 Steven E. Gallotta (8)

 30,000

 *

 Denny Kim (8)

 30,000

 *

 Christine Meredith (9)

 182,571

 *

 582,722

 1.11

 %

 Eboh Okorie (8)

 15,000

 *

 Benjamin Wineman (8)

 47,100

 *

 Named Executive Officers (Non-Directors):

 Karen Knott (10)

 170,082

 *

 Elizabeth M. Keogh (11)

 146,592

 *

 Eleni Willis (12)

 65,078

 *

 All directors and executive officers as a group (12 persons total) (13)

 1,345,009

 2.54

 %

 *
 Less than 1%.

 (1)
 Based on 52,298,918 shares of common stock issued and outstanding as of February 28, 2025, plus shares of common stock which our directors
and executive officers in the aggregate have the right to acquire within sixty (60) days of February 28, 2025, as follows: Ms. Daitch,
Ms. Dedrick, Mr. Donahue, Mr. Gallotta, Mr. Kim, Mr. Okorie and Mr. Wineman (7,575 shares of restricted stock due to vest within sixty
(60) days of February 28, 2025), Ms. Meredith (156,723 shares of restricted stock due to vest within sixty (60) days of February 28, 2025),
Ms. Knott (options to acquire 12,059 shares and 151,568 shares of restricted stock due to vest within sixty (60) days of February 28,
2025), Ms. Keogh (146,529 shares of restricted stock due to vest within sixty (60) days of February 28, 2025), and Ms. Willis (51,920
shares of restricted stock due to vest within sixty (60) days of February 28, 2025).

 (2)
 Mr. Seligman disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest, if any,
therein.

 (3)
 Based on a Schedule 13G/A filed by Erwin Rubenstein, J. Thomas MacFarlane and the K.I.S.S. Dynasty Trust No. 9 dated March 2, 2022,
on July 6, 2022, Mr. MacFarlane, as trustee of the K.I.S.S. Dynasty Trust No. 9 dated March 2, 2022, has voting and dispositive power
over 12,107,732 shares of Common Stock beneficially owned by the K.I.S.S. Dynasty Trust No. 9 dated March 2, 2022. Mr. MacFarlane disclaims
beneficial ownership of the shares owned by the K.I.S.S. Dynasty Trust No. 9 dated March 2, 2022. On September 15, 2024, K.I.S.S. Dynasty
Trust No. 9 entered into a Voting Agreement with EverBank and the Company, pursuant to which Mr. MacFarlane, as trustee, agreed, among
other things, to vote the shares held by the trust in favor of the Stock Purchase Agreement and the Plan of Dissolution.

 (Notes continued on next page)

 (4)
 Based on a Schedule 13D/A filed by Michael Shawn on September 17, 2024, Mr. Shawn is trustee of the K.I.S.S. Bank Stock Trust and
the 1993 Bank Stock Trust, which hold 7,507,318 and 1,473,723 shares of common stock, respectively, and Mr. Shawn, in his capacity as
trustee, now has sole voting and dispositive power over an aggregate of 8,981,041 shares of common stock. On September 15, 2024, K.I.S.S.
Bank Stock Trust and the 1993 Bank Stock Trust entered into Voting Agreements with EverBank and the Company, pursuant to which Mr. Shawn,
as trustee, agreed, among other things, to vote the shares held by the trusts in favor of the Stock Purchase Agreement and the Plan of
Dissolution.

 (5)
 Based on a Schedule 13G filed by Harry S. Stern on February 18, 2021, effective November 18, 2020, Mr. Stern was appointed as trustee
of the Scott J. Seligman 1993 Long Term Irrevocable Dynasty Trust and the Scott J. Seligman 1993 Irrevocable Dynasty Trust, which hold
5,743,579 and 2,357,957 shares of Common Stock, respectively, and Mr. Stern, in his capacity as trustee, now has sole voting and dispositive
power over an aggregate of 8,101,536 shares of Common Stock. Mr. Stern disclaims beneficial ownership of such shares of Common Stock.

 (6)
 Based on a Schedule 13G/A filed by FJ Capital Management LLC, Financial Opportunity Fund LLC,
Financial Opportunity Long/Short Fund LLC, Martin Friedman, Bridge Equities XIV, LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC
and White Oak Enterprises, Inc. on February 12, 2025. Martin Friedman is the Managing Member of FJ Capital Management LLC, and
they hold shared voting power and shared dispositive power over 4,300,157 shares of Common Stock, representing 8.22% of the Company's
Common Stock. Of those shares, FJ Capital Management LLC is the Managing Member of Financial Opportunity Fund LLC, which holds 3,365,774
shares of Common Stock, representing 6.44% of the Company's Common Stock, as well as shared voting power and shared dispositive
power over those shares. In addition, FJ Capital Management LLC is the Managing Member of Financial Opportunity Long/Short Fund LLC, which
holds 144,251 shares of Common Stock as well as shared voting power and shared dispositive power over those shares. In addition, FJ Capital
Management LLC is the sub-investment advisor of Bridge Equities XIV, LLC, which holds 490,428 shares of Common Stock as well as shared
voting power and shared dispositive power over those shares. FJ Capital Management LLC also manages 299,704 shares of Common Stock held
by managed accounts, over which it has shared voting power and shared dispositive power. Mr. Friedman and FJ Capital Management LLC disclaim
beneficial ownership as to the shares.

 (7)
 Based on a Schedule 13G filed by the Scott J. Seligman Revocable Living Trust on March 2, 2021, consists of shares held by the trust,
over which Scott J. Seligman, former vice president of the Company and founder of the Bank, holds sole voting and dispositive power.

 (8)
 For Ms. Daitch, Ms. Dedrick, Mr. Donahue, Mr. Gallotta, Mr. Kim, Mr. Okorie and Mr. Wineman, includes 7,575 shares of restricted stock
awards that will vest within sixty (60) days due to the acceleration of all unvested restricted stock by the Compensation Committee.

 (9)
 Includes 156,723 shares of restricted stock awards that will vest within sixty (60) days due to the acceleration of all unvested restricted
stock by the Compensation Committee.

 (10)
 Includes an option to buy 2,000 shares of common stock with an expiration date of March 21, 2028; an option to buy 3,115 shares of
common stock with an expiration date of March 1, 2029; an option to buy 6,944 shares of common stock with an expiration date of March
2, 2030; and 151,568 shares of restricted stock awards that will vest within sixty (60) days due to the acceleration of all unvested restricted
stock by the Compensation Committee.

 (11)
 Includes 146,592 shares of restricted stock awards that will vest within sixty (60) days due to the acceleration of all unvested restricted
stock by the Compensation Committee.

 (12)
 Includes 51,920 shares of restricted stock awards that will vest within sixty (60) days due to the acceleration of all unvested restricted
stock by the Compensation Committee.

 (13)
 The directors and executive officers in the aggregate hold vested options to buy 12,059 shares of Common Stock. No additional options
are scheduled to vest within sixty (60) days of February 28, 2025.

 Securities Authorized for Issuance Under Equity Compensation
Plans

 The following table presents information as of
December 31, 2024 with respect to compensation plans and individual compensation arrangements under which equity securities of Sterling
are authorized for issuance:

 Plan Category

Securities to be

 Issued Upon

 Exercise of

Outstanding

Options,

Warrants and

Rights (a)

 Weighted-Average

 Exercise Price of

Outstanding Options,

Warrants and Rights (b)

Securities

 Remaining

 Available for Future

Issuance Under

Equity

Compensation Plans

 (Excluding

 Securities Reflected

 in Column (a)) (c)

 Equity compensation plan approved by security holders

 1,280,591

 $
 0.38

 1,799,970

 Equity compensation plan not approved by security holders

 300,000

 $
 4.00

 —

 Total

 1,580,591

 $
 1.07

 1,799,970

 See
"Item 11. Executive Compensation—Compensation Discussion and Analysis—Key elements of compensation—Equity Grants"
for a further description of the Company's Equity Incentive Plans and "Item 11. Executive Compensation— Executive
Compensation—Employment Arrangements—Thomas M. O'Brien" for a discussion regarding Mr. O'Brien's options.

 Item 13. Certain Relationships and Related Transactions, and
Director Independence.

 Except for the compensation arrangements with directors
and executive officers described herein, there were no related party transactions during the year ended December 31, 2024, and no such
transactions are currently proposed, required to be reported under Item 404(a) of Regulation S-K of the Exchange Act.

 Policies and Procedures Regarding Related Party Transactions

 Transactions by the Company
or the Bank with related parties are subject to certain regulatory requirements and restrictions, including Sections 23A and 23B of the
Federal Reserve Act and the Federal Reserve's Regulation W (which govern certain transactions by the Bank with its affiliates)
and the Federal Reserve's Regulation O (which governs certain loans by the Bank to its insiders—i.e., executive officers,
directors, principal shareholders and any related interest of such a person). The Bank's written Regulation O Policy was revised
in November 2020 to prohibit the extension of credit to insiders. Prior to this amendment, the Company had extended mortgage loans to
insiders on their primary residences. These loans were all made in the ordinary course of business
on substantially the same terms, including interest rates and collateral, as those prevailing at the same time for comparable transactions
with other customers and did not involve more than normal risk of collectability or present other unfavorable features.

 Both the Company and the Bank
have a written Affiliate Transactions Policy, which limits covered transactions with any single affiliate to less than ten percent (10%),
and with all affiliates to less than twenty percent (20%), of unimpaired capital and surplus. All covered transactions with affiliates
must be made on terms and conditions that are consistent with safe and sound banking practices and are secured by a statutorily-defined
amount of collateral. Neither the Company nor the Bank may purchase low-quality assets from an affiliate. Transactions between the Company
or Bank and affiliates must be made on terms and under circumstances that are substantially the same, or at least as favorable to the
Company or the Bank, respectively, as those prevailing at the time for comparable transactions with unaffiliated companies. No loans or
extensions of credit may be made to an affiliate, unless the affiliate is engaged only in activities that a bank holding company may conduct.

 We have adopted a written
Related Persons Transactions Policy pursuant to which any person who currently is (or was since the beginning of the last fiscal year)
an executive officer or a director (or director nominee) or the owner of more than five percent (5%) of our voting securities, including
their immediate family members, and any entity employing any of the foregoing persons or in which any of the foregoing persons collectively
have a direct or indirect interest of ten percent (10%) or greater or is a general partner, will not be permitted to enter into a related
person transaction with us without the consent of our Audit Committee, another independent committee of our Board of Directors or the
full Board of Directors. Any request for us to enter into a transaction with any of the foregoing parties in which the amount involved
exceeds $120,000 and in which the related party will have a direct or indirect material interest will be required to be presented to our
Audit Committee for review, consideration and approval. All of our directors and executive officers are required to report to our Audit
Committee any such related person transaction. In approving or rejecting the proposed transaction, our Audit Committee will review all
relevant information available, including the terms of the transaction, and consider the following factors: whether the transaction was
undertaken in the ordinary course of business, which party initiated such transaction, whether such transaction would be entered into
on terms no less favorable to us than terms generally available to an unaffiliated third party, the purpose of the transaction and the
potential benefits to us, the approximate dollar value involved (particularly as it relates to the related party), the related party's
interest in the such transaction and any other information that would be material to investors. If we should discover related person transactions
that have not been approved, our Audit Committee will be notified and will determine the appropriate action, including ratification, rescission
or amendment of the transaction.

 Item 14. Principal Accountant Fees and Services.

 The following table summarizes fees billed for
professional services rendered by Crowe LLP, the Company's independent auditors for the years ended December 31, 2024 and 2023:

 2024

 2023

 Audit fees (1)

 $
 786,824

 $
 878,195

 Audit-related fees

 —

 3,000

 Tax fees (2)

 54,974

 45,149

 All other fees (3)

 245,570

 472,766

 Total fees

 $
 1,087,068

 $
 1,399,110

 (1)
 Consists of fees billed for professional services performed
by Crowe LLP for its audit of the Company's annual financial statements and services that are normally provided in connection with
regulatory filings or engagements.

 (2)
 Tax fees are for the filing of federal and state tax returns.

 (3)
 All other fees include advisory services and fees relating to
the Transaction.

 The Audit Committee is required
to review and pre-approve both audit and non-audit services to be provided by the independent auditor (other than with respect to de
minimis exceptions permitted by the Sarbanes-Oxley Act of 2002). During 2023, fees totaling approximately $204,000, or 14.6%
of the total fees paid to Crowe LLP in 2023, were paid to Crowe LLP for certain non-audit services that had commenced before the Audit
Committee approved them. These services related to the validation of the anti-money laundering, sanctions and fraud detection models and
did not involve any matters that affected the Company's financial statements. All such non-audit services and fees were subsequently
presented to and approved by the Audit Committee prior to both the completion of the non-audit services associated with the fees and the
completion of the audit of the Company's 2023 financial statements. During 2024, all services provided by Crowe LLP were pre-approved
by the Audit Committee. To the extent required by Nasdaq rules or any other applicable legal or regulatory requirements, approval of non-audit
services must be disclosed to investors in periodic reports required by Section 13(a) of the Exchange Act. There was no change of the
Company's independent public accountants during 2024 or 2023.

 AUDIT COMMITTEE REPORT

 The Audit Committee has reviewed and discussed the
Company's audited financial statements with management.

 As described more fully in
its charter, the purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company's financial
reporting and internal control functions and the Audit Committee is directly responsible for the appointment, retention, compensation
and oversight of the work of our independent registered public accounting firm, currently Crowe LLP, and our internal audit team. Crowe
LLP is responsible for performing an independent audit of the Company's consolidated financial statements and the effectiveness
of the Company's internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight
Board (U.S.) ("PCAOB") and for expressing their opinions thereon.

 In 2024, among other matters, the Audit Committee:

 Reviewed
and discussed with management and Crowe LLP the Company's audited financial statements.

 Reviewed
and discussed with management and Crowe LLP the matters required to be discussed by Statement of Auditing Standards No. 61, as amended,
as adopted by the PCAOB in Rule 3200T.

 Received
the written disclosures and the letter from Crowe LLP required by the applicable requirements of the PCAOB regarding Crowe LLP's
communications with the Audit Committee concerning independence, and discussed with Crowe LLP its independence with respect to the Company.

 Based on the foregoing, the
Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 14,
2025.

 The Audit Committee

 Steven E. Gallotta, Chairman
 Benjamin Wineman
 Michael Donahue

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 STERLING BANCORP, INC.

 (Registrant)

 By:

 /s/ THOMAS M. O'BRIEN

 Chairman and Chief Executive Officer

 (Principal Executive Officer)

 Dated: March 21, 2025

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

 Signatures

 Title

 Date

 /s/ THOMAS M. O'BRIEN

 Chairman and Chief Executive Officer

 (Principal Executive Officer)

 /s/ KAREN KNOTT

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

 /s/ PEGGY DAITCH

 Peggy Daitch

 /s/ TRACEY DEDRICK

 Tracey Dedrick

 /s/ MICHAEL DONAHUE

 Michael Donahue

 /s/ STEVEN E. GALLOTTA

 Steven E. Gallotta

 /s/ DENNY KIM

 Denny Kim

 /s/ CHRISTINE MEREDITH

 /s/ EBOH OKORIE

 Eboh Okorie

 /s/ BENJAMIN WINEMAN

 Benjamin Wineman