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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on November 7, 2017

Registration No. 333-221016


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 2
to

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STERLING BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan   6035   38-3163775
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (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)

Gary Judd
Chairman, Chief Executive Officer
One Towne Square, Suite 1900
Southfield, Michigan 48076
248-355-2400
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Phillip D. Torrence, Esq.
Jeffrey H. Kuras, Esq.
Jessica M. Herron, Esq.
Honigman Miller Schwartz and Cohn LLP
660 Woodward Avenue
2290 First National Building
Detroit, Michigan 48226
(313) 465-7000
  Colleen L. Kimmel, Esq.
Vice President & General Counsel
Sterling Bancorp, Inc.
One Towne Square, Suite 1900
Southfield, Michigan 48076
248-355-2400
  Craig D. Miller, Esq.
Manatt, Phelps & Phillips, LLP
One Embarcadero Center, 30th Floor
San Francisco, California 94111
(415) 291-7400

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o

Emerging growth company ý

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 to Section 7(a)(2)(B) of the Securities Act. ý

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. We and the selling shareholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 7, 2017

PRELIMINARY PROSPECTUS

10,000,000 Shares

LOGO

COMMON STOCK

        This is the initial public offering of Sterling Bancorp, Inc., the holding company for Sterling Bank & Trust, F.S.B., a federal savings bank.

        We are offering 7,692,308 shares of common stock and the selling shareholders are offering 2,307,692 shares of our common stock. We will not receive any proceeds from the sales of shares by the selling shareholders.

        Prior to this offering, there has been no established public market for our common stock. We have applied to list our common stock on the NASDAQ Capital Market under the symbol "SBT."

        We anticipate that the public offering price of our common stock will be between $12.00 and $14.00 per share.

        We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company disclosure standards.

        We are a "controlled company" under the corporate governance rules for Nasdaq-listed companies, and as such, our board of directors could determine not to have a majority of independent directors, a nominating committee or a compensation committee comprised solely of independent directors.

        Investing in our common stock involves risk. See "Risk Factors" beginning on page 15 of this prospectus to read about factors you should consider before investing in our common stock.

 
  Per Share   Total  

Public offering price

             

Underwriting discounts(1)

             

Proceeds to us, before expenses

             

Proceeds to the selling shareholders, before expenses

             

(1)
The offering of our common stock will be conducted on a firm commitment basis. See "Underwriting" for a description of all underwriting compensation payable and expense reimbursement in connection with this offering.

        The underwriter has an option to purchase up to an additional 1,500,000 shares from the selling shareholders at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        The shares of our common stock in this offering are not savings accounts, deposits or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

        The underwriter expects to deliver the shares of our common stock against payment on or about                , 2017.

LOGO

   

The date of this prospectus is                , 2017.


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SUMMARY

    1  

RISK FACTORS

    15  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    41  

USE OF PROCEEDS

    43  

CAPITALIZATION

    44  

DILUTION

    45  

DIVIDEND POLICY

    47  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

    49  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    53  

BUSINESS

    79  

SUPERVISION AND REGULATION

    92  

MANAGEMENT

    102  

EXECUTIVE COMPENSATION

    109  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    114  

PRINCIPAL AND SELLING SHAREHOLDERS

    116  

DESCRIPTION OF CAPITAL STOCK

    118  

SHARES ELIGIBLE FOR FUTURE SALE

    122  

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S. HOLDERS OF COMMON STOCK

    124  

UNDERWRITING

    128  

LEGAL MATTERS

    133  

EXPERTS

    133  

WHERE YOU CAN FIND ADDITIONAL INFORMATION

    133  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    F-1  

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About This Prospectus

        You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. We, the selling shareholders and the underwriter have not authorized anyone to provide you with different or additional information. We, the selling shareholders and the underwriter are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

        For investors outside the United States: We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

        Unless we state otherwise or the context otherwise requires, references in this prospectus to "we," "our," "us" or "the Company" refer to Sterling Bancorp, Inc., a Michigan corporation, and its subsidiaries, including Sterling Bank & Trust, F.S.B., which we sometimes refer to as "Sterling Bank," "the Bank" or "our Bank."


Market and Industry Data

        Within this prospectus, we reference certain market, industry and demographic data and other statistical information. We have obtained this data and information from various independent, third party industry sources and publications. Nothing in the data or information used or derived from third party sources should be construed as advice. Some data and other information are also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. We believe that these external sources and estimates are reliable, but have not independently verified them. Statements as to our market position are based on market data currently available to us. Although we are not aware of any misstatements regarding the economic, demographic and market data presented herein, these estimates involve inherent risks and uncertainties and are based on assumptions that are subject to change.


Implications of Being an Emerging Growth Company

        As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" under the Jumpstart Our Business Startups Act (the "JOBS Act"). An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company:

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        In addition to the relief described above, the JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We have irrevocably determined not to take advantage of this extended transition period, which means that the financial statements included in this prospectus, as well as any financial statements that we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies.

        In this prospectus we have elected to take advantage of the reduced disclosure requirements relating to executive compensation, and in the future we may take advantage of any or all of these exemptions for so long as we remain an emerging growth company. We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.07 billion or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended.

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SUMMARY

        This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our securities. You should carefully read this entire prospectus, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes related thereto before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements."

Our Company

        We are a unitary thrift holding company headquartered in Southfield, Michigan with our primary branch operations in San Francisco and Los Angeles, California. Through our wholly owned bank subsidiary, Sterling Bank and Trust, F.S.B., we offer a broad range of loan products to the residential and commercial markets, as well as retail banking services. Since 2013, we have grown organically at a compound annual growth rate of 30% while maintaining stable margins and solid asset quality. Since 2013, we have grown our branch network from 16 branches to our current total of 26 branches, including 20 in the San Francisco area, 4 in greater Los Angeles, our recently opened branch in New York City and our headquarters' branch in Michigan. We also expect to open a branch near Seattle, Washington, where we currently have a loan production office, by the end of 2017 and two additional branches in Los Angeles in early 2018.

        We have a large and growing portfolio of adjustable rate residential mortgage loans. We manage residential credit risks through a financial documentation process and programs with low loan to value ratios, which averaged 62% across our residential portfolio as of September 30, 2017. Our risk management includes disciplined documentation of ability to repay, liquidity analysis and face-to-face customer interaction.

        We also operate substantial and growing commercial and construction lending businesses, utilizing a traditional community banking relationship-focused culture to identify strong borrowers with projects and operations in our branch network areas. We manage credit risks in our commercial and construction business through financial and relationship diligence with our customers and by financing projects within our branch footprint almost exclusively backed by personal guarantees.

        We believe our significant growth has not come at the expense of asset quality. We have historically been able to focus on long-term returns and remain committed to responsible growth. We also believe our strong sales team, disciplined underwriting and culture of cost management have driven consistent earnings and exemplary net interest margins, efficiency metrics and shareholder

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returns. The consistency of our success in these key areas since January 1, 2013 is demonstrated by the following tables:

GRAPHIC

        An important contributor to our growth since 2015 has been our successful entry into the greater Los Angeles market, where we started with a loan production office in 2015 and have grown to 4 full service branches, constituting 24.0% and 21.0% of our total loans and retail deposits as of September 30, 2017, with two new branches expected to open in the market in early 2018. While other institutions frequently enter new geographies through acquisitions, we have grown our geographic footprint through de novo branches while remaining true to our business model, offering the same products and services that proved successful in our San Francisco operations. We intend to continue our organic growth while further diversifying our geographical concentration with the recent expansion in New York City and Seattle, where we are targeting similar markets with products we fully understand.

Our History

        Sterling Bank was founded as a federally chartered thrift institution in 1984 in Southfield, Michigan by members of the Seligman family, and we have remained closely held. By 2004 we had 10 branches in the Detroit metropolitan area. However, in the early 1990s, our owners and management recognized an opportunity to shift the Bank's focus to a rapidly growing market less dependent, as Detroit was, on a single industry. In 1994, the Bank established its first branch in San Francisco, California. In 2004, we made the strategic decision to sell all but one of our Detroit-area branches and focus nearly exclusively on the California market. In 2004, we divested 10 Michigan branches and by 2006, substantially reduced new lending in Michigan.

        Our NPA/Total Assets ratio peaked at 5.7% in 2008, as we worked our way through credit issues related primarily to our legacy Michigan portfolios, which now represent a de minimis 1.2% of our loan portfolio. Since such time, our credit quality has improved significantly, with NPA/Total Assets as of September 30, 2017 of 0.15%. Between 2004 and 2008, we expanded our San Francisco presence by opening an additional 7 branches.

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        Our residential mortgage portfolio consists of homeowners with strong credit and ability to repay. We work directly with our borrowers and third parties to confirm their credit status and ability to repay and offer our borrowers the opportunity to expand their credit history through what is often a first-time mortgage for the customer, while requiring a minimum down payment of 35% on our key residential loan programs. We believe the resulting low loan to value ratios, which averaged 60%, in our core residential product portfolio, protects our position while enabling the customer to manage smaller overall monthly payments than would otherwise be available with a low down payment, traditional qualified mortgage. In addition, we offer TIC, or tenant-in-common, loans, which operate similarly to co-op loans. In our TIC program, each co-owner of multi-unit dwellings (which typically have between 4 and 6 units) has their own mortgage based on the purchase price of their unit and includes similar low loan to value ratios, averaging 69% as of September 30, 2017. We expect continuing demand for this program in our San Francisco and Los Angeles markets, particularly in communities that restrict conversion to condominium projects.

        We believe that our strong growth and consistent profitability is the result of management's efforts to focus on growth in San Francisco while managing legacy credit quality issues primarily in Michigan. In addition, we avoid purchasing loan participations where we do not have a relationship with the borrower and do not service the underlying credit. We have established a culture that places credit responsibility with individual loan officers and management and does not rely solely on a loan committee and institutional experience to remain disciplined in our underwriting. Furthermore, we believe our growing commercial and construction lending businesses have diversified our product offerings and allow us to identify strong borrowers with well-supported projects and operations in our branch network area. We manage credit risks in our commercial and construction lending businesses through financial and relationship diligence with our customers and by financing projects within our branch footprint through mostly recourse loans.

Our Competitive Strengths

        We attribute our success to the following competitive strengths:

        Responsiveness and Deep Customer Relationships.    We emphasize the values of personal relationships and quality customer service. Our extensive knowledge of our customers enables us to tailor products and solutions that fit their needs. In fact, approximately 87% of our borrowers also have a deposit relationship with the Bank, providing us with visibility into their liquidity profile and contributing to our ability to manage our asset quality. Further, we believe our responsiveness to our customers has enabled us to build a strong reputation for execution in our markets. With most loans closed in less than 30 days from a complete application to closing in our residential real estate lending, our reputation has facilitated our expansion into Seattle, Washington and New York City in 2017. Our efficient organizational structure further contributes to our ability to make quick decisions and timely respond to our customers. We believe this responsiveness allows us to remain competitive even when other financial institutions may offer lower rates.

        Product Expertise and Disciplined Credit Culture.    We believe the success of our products is the result of our focus on the markets we serve, our understanding of customer needs, our management of product criteria, and our disciplined underwriting of the type of loans we make. We believe our willingness to focus on nontraditional loan products allows us to face less price competition for our non-TIC residential portfolio, in particular, than we do when competing for traditional conforming, fixed-rate mortgages. We have developed consistent underwriting and credit management processes tailored to each of the products we offer, allowing us to build high quality asset portfolios. We believe our relationships with, and knowledge of, our customers further enhances our credit quality, as we do not provide our key loan products to any customer unless the applicable relationship manager has met them and documented the interaction. We also subject our portfolios to annual stress testing and ongoing monitoring. Because we service our portfolio and retain servicing rights on loans that we sell,

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we maintain access to key information that enhances our ability to manage the entire customer relationship. We believe that our continuity and consistency in underwriting is reflected by our 0.06% rate of delinquency as of September 30, 2017.

        Leveraged Back Office Operations.    We believe our strong profitability, net interest margins and efficiency metrics have been bolstered by our lower-cost back office operations in the Midwest, relative to the expenses incurred by our competitors who perform these functions in the more dynamic labor and real estate markets in which we operate. The majority of our leadership team and back office operations (currently consisting of 92 full-time employees) remain in the lower-cost Detroit area, while 96% of our revenue is derived from our branches and loan production offices in the higher-cost areas of California, Seattle and New York. The significantly lower operating expenses where we are headquartered have contributed to our competitively low efficiency ratio of 34% and 36% in the periods ended September 30, 2017 and December 31, 2016, respectively, and have been a key driver of our consistent profitability since shifting our growth strategy to San Francisco, Los Angeles, and now other metropolitan areas. In addition, we have been able to maintain continuity of executive management and talent retention at a rate we believe to be higher than many of our peers. This low rate of turnover and high retention rate of management has contributed to our low efficiency ratio. We also believe that conducting certain back room functions, such as responding to regulatory exams and audits, through our back office operations and separating such functions from the business production at our branches, lessens distractions to our production teams.

        Experienced Management Team.    We believe that we are well positioned to quickly and efficiently deploy new capital to continue our outstanding growth metrics. The management team that successfully led us through the crisis is driving the Company's performance today and continues to apply the lessons learned over their lengthy community banking careers. Our leadership team consists of senior managers who, on average, have been immersed in our cost-conscious culture for at least 16 years. We believe this continuity and institutional knowledge has significantly contributed to our growth and strong asset quality. Our key leadership team includes:

    Gary Judd, our Chairman of the Board and Chief Executive Officer, who has over 40 years of experience in the banking industry and has led our Company since August 2008. His prior experience includes service as a Director, President and Chief Executive Officer for WestStar Bank and its parent company, Vail Banks, Inc. as well as Vectra Bank and its parent company Vectra Banking Corporation. Prior to those positions, he served in numerous positions with Citibank. We believe Mr. Judd's extensive expertise over many credit cycles has provided an experienced hand at the top throughout his tenure with the Company.

    Thomas Lopp, our President, Chief Operating Officer and Chief Financial Officer, who has been with us for 20 years, first joined our Company as a Divisional Controller in 1997. Mr. Lopp was appointed President in December 2016, has served as our Chief Operating Officer since September 2009, as our Chief Financial Officer since 2002, and led our expansion into Southern California in 2015. We believe Mr. Lopp's deep understanding of the Company, his long experience with our financial reporting responsibilities and the risks inherent in the banking business, has enhanced our credibility with regulators and helped us effectively manage the risks attendant to growth.

    Michael Montemayor, our President of Retail and Commercial Banking and Chief Lending Officer, who has been with us for 25 years, having first joined our Company as a Residential Lender in 1992. Mr. Montemayor worked his way through the Company as a Regional Branch Manager, Commercial Loan Officer, Construction Loan Officer, Construction Lending Manager and then Managing Director of Commercial Lending, followed by his appointment as Chief Lending Officer in 2006, and has led retail banking since 2013. We believe his broad experience in all aspects of our lending business and his long-term service as our Chief Lender has helped to provide continuity and consistency in our business model and lending practices.

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We believe this stability and institutional knowledge allows us to promote our culture of solid underwriting and growth across all levels of our organization. Notwithstanding inevitable turnover in a competitive industry, we pride ourselves on our ability to attract and maintain talent within our Company. We strive to foster an environment where we are able to promote key employees who perform and understand our culture and values.

Our Business Strategy

        Our goal is to maintain our strong performance while continuing to efficiently provide the highest level of customer service while limiting our exposure to credit risk. The additional capital from this offering will allow us to continue our organic growth, further diversify our geographical concentration, and allow us to opportunistically consider strategic initiatives.

        Focused Growth and Diversification Initiatives in Core Products.    In 2015, we extended our operations to the Los Angeles market, focusing on the same products that had been successful for us in San Francisco. As of September 30, 2017, our 4 Los Angeles branches have grown to an aggregate of $446.9 million in deposits, all organically. We are focused on continued growth in our core residential products while maintaining our strong asset quality. We expect to continue to grow our portfolio in the Los Angeles market, as we expect two additional branches to open in 2018. We are also laying the groundwork to replicate this successful strategy in certain communities in Seattle, Washington and New York City that we believe have similar demographics to our existing markets. Consistent with our culture of building long-term value and maintaining profitability, our strategy in entering new markets is conservative, as we limit initial expenses to a temporary loan production office until we are confident that we can hire lenders and other employees that fit our culture and understand our products and strategy. We have not bought books of business by hiring full lending teams from other institutions. Entry into these new markets will help diversify our loan portfolio to mitigate the impact of potential geographically-localized economic downturns. In addition, we intend to further diversify our revenues by building a fee-based income stream from wealth management and financial advisory services.

        Deposit Growth.    We believe our policy of meeting each portfolio loan customer in person has enabled us to leverage our significant loan growth to increase our deposits from $953.2 million as of December 31, 2014 to nearly $2.1 billion as of September 30, 2017. During 2016 and in the nine months ended September 30, 2017, 98.2% and 98.2%, respectively, of our Advantage Loan mortgage customers had deposit accounts at our branches, in part to take advantage of rate incentives and our ACH payment program. Our residential borrower related checking deposit accounts average $14,439 per account as of September 30, 2017. Our flagship deposit strategy consists primarily of our popular money market accounts, which constitute 59.5% of our deposit portfolio at September 30, 2017. We believe that significant cross-selling of our deposit products to our residential mortgage customers and enrollment in our automated payment program contribute to our solid asset quality. In addition, the combination of our high net interest margin and low expense ratio leaves us room to pay competitively attractive rates to our depositors and increase our market share.

        Continued Focus on Growing Commercial and Construction Loans.    We are committed to continuing to grow our successful commercial and construction loan portfolios at a ratio of approximately 20-25% of our assets. Our commercial and construction loan portfolio has grown from $255 million in 2012 to $474 million at September 30, 2017. Our commercial and construction lending portfolio consists primarily of mixed use developments, offices, multifamily, construction and renovation projects. We also finance SROs, or single room occupancy projects, the majority of which are in our San Francisco market. We expect to maintain our strategy of developing a commercial and construction loan profile in our expanding branch footprint, where we can continue to leverage our ability to develop customer relationships and leverage our high quality service model into new opportunities. We attribute the growth in our commercial and construction portfolio to our increased hiring of quality commercial

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lenders, ability to execute on our pipeline, and high demand for the projects we underwrite. We also endeavor to manage the inherent risks attendant to increased commercial and construction loan activity, including their generally larger average size as compared to residential loans and the less readily-marketable collateral underlying commercial and construction loans. While we remain committed to minimizing these risks, losses incurred on a small number of commercial loans could have a disproportionately adverse impact on our results of operations.

        Bulk Loan Sales.    In order to open additional avenues of ongoing liquidity, in 2015 we began selling pools of our portfolio loans from time to time in the secondary markets. From May 2015 to September 2017 we sold approximately $568 million of our originated loans, recognizing approximately $17.7 million in gains on sale. In that time, some of the loans we sold have been used as collateral in securitizations and, as part of that process, we have been rated by DBRS and Fitch Ratings, each an independent ratings agency, as a servicer. We believe that the market for our loans and servicer ratings is a testament to the quality of our underwriting standards. While we prefer to keep the majority of our originations on our balance sheet, we will continue to consider additional sales in order to maintain visibility into market perception of our pricing, as well as to keep liquidity options open.

        Leverage Public Company Status.    In addition to raising capital to support our growth as further discussed under "Use of Proceeds," we believe becoming a public company, while increasing our operating costs, will provide us with additional options and better pricing to manage our cost of capital that were previously unavailable to us as a closely-held private company. While we have not historically engaged in significant merger and acquisition activity, the ability to issue publicly-traded stock as consideration may enable us to opportunistically approach potential transactions. In addition, we believe the ability to add a public stock equity component to our compensation programs in a responsible manner will enable us to better incentivize and retain key employees in the competitive markets in which we operate.

Our Market Area

        We currently have 20 branches in greater San Francisco, 4 branches in Los Angeles, one branch in New York City, one operational-focused branch and our corporate headquarters in Southfield, Michigan, and one loan production office near Seattle, Washington. We believe the comparatively high household incomes, population density, and projected population growth in our current markets will enhance our ability to continue our organic growth. The graphs below illustrate the expected

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population growth, median household incomes, population density and populations of our markets as they compare to national averages:

GRAPHIC


Source:
SNL Financial and Nielsen. Data as of September 30, 2017.

        California Markets.    We operate primarily in the San Francisco-Oakland-Hayward, California Metropolitan Statistical Area ("MSA") with substantial operations in the Los Angeles-Long Beach-Anaheim, California MSA, with Northern California responsible for 73.8% and Southern California responsible for 24.0% of our loan portfolio as of September 30, 2017.

        With a population of approximately 5 million, the San Francisco-Oakland-Hayward MSA represents the second most populous area in California and the twelfth largest in the United States. In addition to its current size, the market also demonstrates key characteristics we believe provide the opportunity for additional growth, including projected population growth of 5.1% through 2023 versus the national average of 3.5%, a median household income of $98.0 thousand versus a national average of $50.9 thousand, and the third highest population density in the nation.

        The Los Angeles-Long Beach-Anaheim, California MSA maintains a population of approximately 13.5 million, the most populous area in California and the second largest in the United States. We believe the market's projected population growth of 3.4% through 2023, its median household income of $69,330, and its highest population density in the nation position the area as an attractive market in which to expand operations, which we intend to accomplish through the opening of two additional branches in 2018.

        Newest Markets.    We recently established a branch in New York City and a loan production office near Seattle, Washington, which we expect to convert to a branch by the end of 2017.

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        The New York-Newark-Jersey City MSA is the largest in the United States by both deposits and population. The MSA has a median household income of $74,446 and the second highest population density in the nation. It also has a projected population growth of 1.9% by 2023.

        While smaller in size than our New York market, the Seattle-Tacoma-Bellevue, Washington MSA is the fourth largest on the west coast of the United States and supports a population of approximately 4 million. The Seattle-Tacoma-Bellevue, Washington MSA has an expected population growth of 6.7% by 2023.

        Operational Center.    We maintain a single, operationally focused branch in Southfield, Michigan in the Detroit-Warren-Dearborn, Michigan MSA. This branch serves as our headquarters and central operations center where we are able to leverage our operations to drive efficiencies and profitability

GRAPHIC

and maintain a presence where the Company was founded. We believe that maintaining our headquarters and key back-office staff in a market with a lower cost of doing business than many of our competitors in our primary market areas contributes to our quality efficiency metrics. The graph to the left indicates the cost of doing business in each of our market areas, and reflects the significantly lower cost of business in the Detroit-Warren-Dearborn MSA in comparison to our other MSAs.

        We believe that the favorable demographics of each of our primary MSAs will provide us with the opportunity to continue to grow our businesses organically in a focused and strategic manner.


Source: KPMG Competitive Alternatives 2016. Business cost data as of December 31, 2016.

Note: Business costs are expressed as an index. An index below 100 indicates lower costs than the U.S. baseline. An index over 100 indicates higher costs than the U.S. baseline (e.g., an index of 95.0 represents costs 5.0% below the U.S. baseline). U.S. baseline is the average of the four largest U.S. metro areas.

Risks Relating to Our Company and an Investment in Our Common Stock

        An investment in our common stock involves substantial risks and uncertainties. Investors should carefully consider all of the information in this prospectus, including the detailed discussion of these and other risks under "Risk Factors" beginning on page 16, prior to investing in our common stock. Some of the more significant risks include the following:

    Our concentration in residential mortgage loans exposes us to risks from regional and economic conditions in our market;

    Strong competition within our market areas with respect to our products and pricing may limit our growth and profitability;

    A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company;

    The value of our mortgage servicing rights can be volatile;

    Operational risks resulting from a high volume of financial transactions and increased reliance on technology, including risk of economic loss and reputational damage related to cyber-security breaches;

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    Our reliance on external financing to fund our operations and the failure to obtain such financing on favorable terms, or at all, in the future could materially and adversely impact our growth strategy and prospects;

    Our ability to originate loans could be restricted by regulations;

    Changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations;

    Our credit risk may increase in our commercial, construction and residential loan portfolios;

    Interest rate shifts may reduce net interest income, our profits and asset values, and otherwise negatively impact our financial condition and results of operations;

    We and our borrowers in our California communities may be adversely affected by earthquakes or other natural disasters;

    If the allowance for loan losses is not sufficient to cover actual loan losses, earnings could decrease;

    Difficulties in managing our growth, including retention and recruitment of qualified management and personnel to support growth;

    Our reliance on key executives;

    Customer fraud or misrepresentations from counter-parties;

    Our subordinated debt and the ability to maintain current or future debt service payments;

    If the secondary market for our mortgage loans were to contract significantly, our earnings profile would be negatively affected and our ability to manage our balance sheet could be materially and adversely affected;

    The highly regulated environment of the financial services industry and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in any of them; and

    An active, liquid trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the public offering price, or at all.

Seligman Family Trustee Voting Rights and Our Status as a Controlled Company

        The trustee of certain entities and trusts affiliated with the Bank's founder and the Company's Vice President, Scott Seligman, and members of the Seligman family, will, after our initial public offering, assuming no exercise of the underwriter's option to purchase additional shares, control approximately 80.8% of the voting power of our outstanding capital stock, and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors, as well as the overall management and direction of our Company. In the event of the family trustee's death or replacement, the shares of our capital stock that are held in these trusts will be transferred to other persons or entities that the Seligman family designates.

        Because the Seligman family trustee controls a majority of our outstanding voting power, we are a "controlled company" under the corporate governance rules for NASDAQ-listed companies. Therefore, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. Accordingly, our board of directors may rely on the "controlled company" exception relating to the board of directors and committee independence requirements under the NASDAQ rules.

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Corporate Information

        Our principal executive offices are located at One Towne Square, Suite 1900, Southfield, Michigan 48076, and our telephone number at that address is (248) 355-2400. Our website address is www.sterlingbank.com. The information contained on our website is not a part of, or incorporated by reference into, this prospectus.

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The Offering

Common stock offered by us

  7,692,308 shares

Common stock offered by the selling shareholders

 

2,307,692 shares

Underwriter's purchase option

 

1,500,000 shares from certain selling shareholders

Common stock outstanding after completion of this offering

 

52,963,308 shares.

Use of proceeds

 

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $92.7 million, based on an assumed public offering price of $13.00 per share, which is the midpoint of the price range set forth on the cover of this prospectus. We intend to use the net proceeds that we receive from this offering to support the Bank's current growth, its future growth initiatives or selective acquisition activity. We will not receive any proceeds from the sale of shares of our common stock by the selling shareholders. See "Use of Proceeds."

Dividend policy

 

It has been our policy to pay dividends to holders of our common stock, and we intend to consider conservative and appropriate dividend levels. Our dividend policy and practice may change in the future, however, and our board of directors may change or eliminate the payment of future dividends at its discretion, without notice to our shareholders. Any future determination to pay dividends to holders of our common stock will depend on our results of operations, growth capital needs, financial condition, capital requirements, banking regulations, contractual restrictions and any other factors that our board of directors may deem relevant. See "Dividend Policy."

Listing and trading symbol

 

We have applied to list our common stock on the NASDAQ Capital Market under the symbol "SBT."

Risk factors

 

See "Risk Factors" for a discussion of factors you should carefully consider before deciding to invest in our common stock.

        References in this section to the number of shares of our common stock outstanding after this offering are based on 45,271,000 shares of our common stock issued and outstanding as of September 30, 2017. Unless otherwise indicated, these references:

    give retroactive effect to our recent 1,000-for-1 split of our common stock;

    assume the 5,072,000 outstanding shares of our non-voting common stock will be exchanged on an one-for-one basis for unregistered voting common stock prior to the completion of this offering; and

    exclude 4,237,100 shares of our common stock reserved and available for future awards under the equity incentive plan.

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Summary Historical Consolidated Financial and Operating Data

        The following table sets forth summary historical consolidated financial and operating data as of the dates and for the periods indicated. The summary financial data as of and for the years ended December 31, 2016 and 2015, except for selected ratios, were derived from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The summary financial data as of and for the year ended December 31, 2014, except for selected ratios, were derived from our unaudited consolidated financial statements and related notes that are not included in this prospectus. The summary financial data as of and for the nine months ended September 30, 2017 and 2016, except for selected ratios, were derived from our unaudited consolidated financial statements and related notes thereto included elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our consolidated financial position and consolidated results of operations as of such dates and for such periods. Results for the interim periods are not necessarily indicative of the results to be expected for the full year. The historical consolidated financial data, set forth below, have been retrospectively adjusted for a merger of an entity that occurred in April 2017 that was under common control for all the periods presented. Also, all share and per share amounts have been retroactively adjusted, where applicable, to reflect the stock split that occurred on September 11, 2017.

        These historical results are not necessarily indicative of results to be expected for any future period. The summary historical consolidated financial and operating data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
(dollars in thousands, except per share data)
  2017   2016   2016   2015   2014  

Statements of Income Data:

                               

Interest income

                               

Interest and fees on loans

  $ 86,606   $ 64,532   $ 89,566   $ 65,111   $ 51,302  

Interest and dividends on investment securities

    1,302     852     1,180     796     663  

Other interest

    103     45     57     43     47  

Total interest income

    88,011     65,429     90,803     65,950     52,012  

Interest expense

                               

Interest on deposits

    11,686     8,133     11,428     6,526     4,983  

Interest on Federal Home Loan Bank borrowings

    3,044     1,652     2,439     1,539     928  

Interest on subordinated notes and other

    2,883     1,071     1,978     43      

Total interest expense

    17,613     10,856     15,845     8,108     5,911  

Net interest income

    70,398     54,573     74,958     57,842     46,101  

Provision for loan losses

    2,100     (528 )   1,280     525     (1,400 )

Net interest income after provision for loan losses

    68,298     55,101     73,678     57,317     47,501  

Total non-interest income

    13,770     14,205     15,381     8,373     6,472  

Total non-interest expense

    28,818     23,585     32,610     27,892     24,475  

Income before income taxes

    53,250     45,721     56,449     37,798     29,498  

Income tax expense

    21,804     18,614     23,215     15,287     11,775  

Net income

  $ 31,446   $ 27,107   $ 33,234   $ 22,511   $ 17,723  

Income per share, basic and diluted

  $ 0.69   $ 0.60   $ 0.73   $ 0.49   $ 0.36  

Weighted average common shares outstanding, basic and diluted

    45,271,000     45,271,000     45,271,000     46,148,000     48,829,000  

Cash dividends per share

  $ 0.14   $ 0.14   $ 0.19   $ 0.15   $  

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  As of December 31,  
 
  As of
September 30,
2017
 
 
  2016   2015   2014  

Period End Balance Sheet Data:

                         

Investment securities available for sale

  $ 109,944   $ 75,606   $ 46,678   $ 32,559  

Loans, net of allowance for loan losses

    2,366,193     1,982,439     1,575,802     1,136,078  

Allowance for loan losses

    17,189     14,822     10,984     10,015  

Total assets

    2,635,920     2,163,601     1,712,008     1,241,963  

Noninterest-bearing deposits

    70,572     59,231     44,298     29,626  

Interest-bearing deposits

    2,028,890     1,555,914     1,185,462     923,608  

Federal Home Loan Bank borrowings

    234,283     308,198     326,437     148,085  

Subordinated notes

    64,841     49,338          

Total liabilities

    2,451,448     2,001,329     1,575,730     1,115,076  

Total shareholders' equity

    184,472     162,272     136,278     126,887  


 
  As of and for the
Nine Months Ended
September 30,
  As of and for the Year Ended
December 31,
 
 
  2017   2016   2016   2015   2014  

Performance Ratios:

                               

Return on average assets

    1.78 %   1.94 %   1.73 %   1.59 %   1.60 %

Return on average shareholders' equity

    24.11     24.55     22.06     17.09     15.04  

Return on average tangible common equity(1)

    24.28     24.83     22.29     17.35     15.36  

Yield on earning assets

    5.10     4.81     4.86     4.80     4.88  

Cost of average interest-bearing liabilities

    1.13     0.89     0.94     0.66     0.62  

Net interest spread

    3.97     3.92     3.92     4.14     4.26  

Net interest margin

    4.08     4.02     4.01     4.21     4.33  

Efficiency ratio(2)

    34     34     36     42     47  

Dividend payout ratio(3)

    21     23     26     31      

Core deposits / total deposits(4)

    87     89     91     89     94  

Net non-core funding dependence ratio(5)

    17     19     19     26     15  

Capital Ratios

   
 
   
 
   
 
   
 
   
 
 

Regulatory and Other Capital Ratios—Consolidated:

   
 
   
 
   
 
   
 
   
 
 

Tangible common equity to tangible assets(1)        

    6.96 %   7.68 %   7.44 %   7.86 %   10.05 %

Tier 1 (core) capital to risk-weighted assets

    11.49     12.51     12.22     12.90     15.53 (6)

Tier 1 (core) capital to adjusted tangible assets

    7.12     7.72     7.74     8.42     9.77 (6)

Common Tier 1 (CET 1)

    11.49     12.51     12.22     12.90     15.53 (6)

Total adjusted capital to risk-weighted assets

    16.62     17.59     17.07     13.94     16.74 (6)

Regulatory and Other Capital Ratios—Bank:

   
 
   
 
   
 
   
 
   
 
 

Tier 1 (core) capital to risk-weighted assets

    14.19     15.05     14.61     12.76     14.61  

Tier 1 (core) capital to adjusted tangible assets

    8.79     9.28     9.26     8.33     9.19  

Common Tier 1 (CET 1)

    14.19     15.05     14.61     12.76     14.61  

Total capital to risk-weighted assets

    15.27     16.18     15.73     13.80     15.82  

Credit Quality Data:

   
 
   
 
   
 
   
 
   
 
 

Nonperforming loans(7)

  $ 897   $ 1,130   $ 565   $ 1,167   $ 1,643  

Nonperforming loans to total loans(7)

    0.04 %   0.06 %   0.03 %   0.07 %   0.14 %

Nonperforming assets(8)

  $ 3,912   $ 4,189   $ 3,599   $ 7,110   $ 6,373  

Nonperforming assets to total assets(8)

    0.15 %   0.21 %   0.17 %   0.42 %   0.51 %

Allowance for loan losses to total loans

    0.72 %   0.68 %   0.74 %   0.69 %   0.87 %

Allowance for loan losses to nonperforming loans(7)                 

    1916 %   1125 %   2623 %   941 %   610 %

Net charge offs to average loans

    (0.01 )%   (0.13 )%   (0.14 )%   (0.03 )%   (0.12 )%

(1)
Return on average tangible common equity and tangible common equity to tangible assets ratio are Non-GAAP financial measures. See "Non-GAAP Financial Measures" for a reconciliation of these measures to their most comparable U.S. GAAP measure.

(2)
Efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

(3)
Dividend payout ratio represents the ratio of total dividends paid to our shareholders divided by our net income.

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(4)
Core deposit ratio represents the ratio of all demand, savings, NOW and money market accounts and those time deposits with balances less than or equal to $250,000 divided by total deposits.

(5)
Net non-core funding dependence ratio represents the degree to which the bank is funding longer term assets with non-core funds. We calculate this ratio as the sum of all time deposits greater than $250,000 and FHLB borrowings less short-term investments divided by the sum of all long-term assets.

(6)
Sterling Bancorp was not required to comply with regulatory and other capital ratios for periods ending prior to January 1, 2015 but has included such ratios for informational purposes.

(7)
Nonperforming loans include nonaccrual loans and loans past due 90 days or more and still accruing interest.

(8)
Nonperforming assets include nonperforming loans and loans modified under troubled debt restructurings and other repossessed assets.

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. Before you decide to invest in our common stock, you should carefully consider the risks described below, together with all other information included in this prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus. We believe the events described below are the risks that are material to us as of the date of this prospectus. If any of the following risks actually occurs, our business, prospects, financial condition, results of operations and cash flow could be materially and adversely affected. In such an event, the value of our common stock could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements, estimates and projections that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements, estimates and projections as a result of specific factors, including the risk factors described below. See also "Cautionary Note Regarding Forward-Looking Statements" beginning on page 42.

Risks Related to Our Business

Our concentration in residential mortgage loans exposes us to risks.

        At September 30, 2017 and December 31, 2016, one-to-four family residential real estate loans amounted to $1.91 billion and $1.62 billion, or 80% and 81%, respectively, of our total loan portfolio, and we intend to continue this type of lending in the foreseeable future. Residential mortgage lending is generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. If borrowers are unable to meet their loan repayment obligations, our results of operations would be materially and adversely affected. In addition, a decline in residential real estate values as a result of a downturn in the markets we serve would reduce the value of the real estate collateral securing these types of loans. Declines in real estate values could cause some of our residential mortgages to be inadequately collateralized, which would expose us to a great risk of loss if we seek to recover on defaulted loans by selling the real estate collateral.

Strong competition within our market areas or with respect to our products may limit our growth and profitability.

        Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking firms and unregulated or less regulated non-banking entities, operating locally and elsewhere. Many of these competitors have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates on more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market areas. If we must raise interest rates paid on deposits or lower interest rates charged on our loans, our net interest margin and profitability could be adversely affected. As we expand into new market areas, we expect that competition for customers and relationships will be intense. As a result, our ability to successfully deploy our business strategy in these market areas may be difficult.

        In addition, we believe that we have historically faced less competition for customers of our Advantage Loan program as compared to the competition we face in the market for qualified mortgages. To the extent that our competitors begin to offer similar products and compete in this area more frequently or intensely, we may face significant pricing pressure. Many of our competitors are much larger and may be able to achieve economies of scale and, as a result, may offer better pricing for the type of products and services we provide. Should competition over the type of loans we

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underwrite increase, our profitability could be materially and adversely affected. See "Business—Market Area" and "—Competition."

A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company.

        Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans to ensure that we have adequate liquidity to fund our operations. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of deposits such as money market funds, we would lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. While we strive to appropriately balance our loan to deposit ratio, the growth in our loan portfolio challenges our ability to achieve the optimal ratio.

        Other primary sources of funds consist of cash flows from operations and sales of investment securities, and proceeds from the issuance and sale of our equity securities. Additional liquidity is provided by the ability to borrow from the Federal Home Loan Bank of Indianapolis (the "FHLB") or our ability to sell portions of our loan portfolio. We also may borrow funds from third-party lenders, such as other financial institutions. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Our access to funding sources could also be affected by a decrease in the ability to sell mortgage portfolios as a result of a downturn in our markets or by one or more adverse regulatory actions against us. A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators.

        Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber-security breaches.

        We operate in diverse markets and rely on the ability of our employees and systems to process a high number of transactions and to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and others, as well as our own business, operations, plans and strategies. Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. We face an increasing number of regulations and regulatory scrutiny related to our information technology systems, and security or privacy breaches with respect to our data could result in regulatory fines, reputational harm and customer losses, any of which would significantly impact our financial condition. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. In addition, because we perform our own core processing and other technological functions, we cannot rely on indemnification or another source of third-party recovery in the event of a breach of such functions.

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        This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity. In addition, we outsource some of our data processing to certain third-party providers. If these third-party providers encounter difficulties, including as a result of cyber-attacks or information security breaches, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be materially and adversely affected.

        In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, face regulatory action, fines, civil litigation and/or suffer damage to our reputation.

We rely on external financing to fund our operations and the failure to obtain such financing on favorable terms, or at all, in the future could materially and adversely impact our growth strategy and prospects.

        We rely in part on advances from the FHLB to fund our operations. Although we consider such sources of funds adequate for our current needs, we may need to seek additional debt or equity capital in the future to implement our growth strategy in the event that our borrowing availability with the FHLB is decreased. The sale of equity or equity-related securities in the future may be dilutive to our shareholders, and debt financing arrangements may require us to pledge some of our assets and enter into various affirmative and negative covenants, including limitations on operational activities and financing alternatives. Future financing sources, if sought, might be unavailable to us or, if available, could be on terms unfavorable to us and may require regulatory approval. If financing sources are unavailable or are not available on favorable terms or we are unable to obtain regulatory approval, our growth strategy and future prospects could be materially and adversely impacted.

Our ability to originate loans could be restricted by federal regulations and we could be subject to statutory claims for violations of the ability to repay standard.

        The Consumer Financial Protection Bureau has issued a rule intended to clarify how lenders can avoid legal liability under the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"), which holds lenders accountable for ensuring a borrower's ability to repay a mortgage loan. Under the rule, loans that meet the "qualified mortgage" definition will be presumed to have complied with the new ability-to-repay standard. Under the rule, a "qualified mortgage" loan must not contain certain specified features, including:

Also, to qualify as a "qualified mortgage," a loan must be made to a borrower whose total monthly debt-to-income ratio does not exceed 43%. Lenders must also verify and document the income and financial resources relied upon to qualify a borrower for the loan and underwrite the loan based on a fully amortizing payment schedule and maximum interest rate during the first five years, taking into account all applicable taxes, insurance and assessments. Lenders of mortgages that meet the "qualified mortgage" standards have a safe harbor or a presumption of compliance with these requirements. A majority of our residential mortgage loans are not "qualified mortgages," as our underwriting process does not strictly follow applicable regulatory guidance required for such qualification and the rates offered exceed qualifying guidelines. In the event that these mortgages begin to experience a significant

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rate of default, we could be subject to statutory claims for violations of the ability to repay standard. Any such claims could materially and adversely affect our ability to underwrite these loans, our business, results of operations or financial condition.

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

        Our business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained. Uncertainty about the federal fiscal policymaking process, the medium and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. In addition, economic conditions in foreign countries, including uncertainty over the stability of the euro currency, could affect the stability of global financial markets, which could hinder U.S. economic growth. Weak economic conditions are characterized by deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. The current economic environment is also characterized by interest rates at historically low levels, which impacts our ability to attract deposits and to generate attractive earnings through our investment portfolio. All of these factors are detrimental to our business, and the interplay between these factors can be complex and unpredictable. Our business is also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our business is affected by changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations.

        Our customer activity is intrinsically linked to the health of the economy generally and of the financial markets specifically. In addition to the economic factors discussed above, a downturn in the real estate or commercial markets generally could cause our customers and potential customers to exit the market for real estate or commercial loans. As a result, we believe that fluctuations, disruptions, instability or downturns in the general economy and the financial markets could disproportionately affect demand for our residential and commercial loan services. If such conditions occur and persist, our business and financial results, including our liquidity and our ability to fulfill our debt obligations, could be materially adversely affected.

If the allowance for loan losses is not sufficient to cover actual loan losses, earnings could decrease.

        Loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment. We may experience significant credit losses, which could have a material adverse effect on our operating results. Various assumptions and judgments about the collectability of the loan portfolio are made, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of many loans. In determining the amount of the allowance for loan losses, management reviews the loans and the loss and delinquency experience and evaluates economic conditions.

        At September 30, 2017, our allowance for loan losses as a percentage of total loans, net of unearned income, was 0.72%. The determination of the appropriate level of allowance is subject to

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judgment and requires us to make significant estimates of current credit risks and future trends, all of which are subject to material changes. If assumptions prove to be incorrect, the allowance for loan losses may not cover probable incurred losses in the loan portfolio at the date of the financial statements. Significant additions to the allowance would materially decrease net income. Nonperforming loans may increase and nonperforming or delinquent loans may adversely affect future performance. In addition, federal regulators periodically review the allowance for loan losses and may require an increase in the allowance for loan losses or the recognition of further loan charge offs. Any significant increase in our allowance for loan losses or loan charge offs as required by these regulatory agencies could have a material adverse effect on our results of operations and financial condition.

Changes in economic conditions could cause an increase in delinquencies and nonperforming assets, including loan charge offs, which could depress our net income and growth.

        Our loan portfolio includes primarily real estate secured loans, demand for which may decrease during economic downturns as a result of, among other things, an increase in unemployment, a decrease in real estate values and a slowdown in housing. If we see negative economic conditions develop in the United States as a whole or in the markets that we serve, we could experience higher delinquencies and loan charge offs, which would reduce our net income and adversely affect our financial condition. Furthermore, to the extent that real estate collateral is obtained through foreclosure, the costs of holding and marketing the real estate collateral, as well as the ultimate values obtained from disposition, could reduce our earnings and adversely affect our financial condition.

Because we intend to continue to increase our commercial loans, our credit risk may increase in our commercial loan portfolios.

        At September 30, 2017, our commercial loans totaled $473.7 million, or 19.9% of our total loans. We intend to increase our originations of commercial loans, within permissible limits for a federal savings bank, which primarily consists of commercial real estate, construction and development, and commercial lines of credit. These loans generally have more risk than residential mortgage loans.

        Because we plan to continue to increase our originations of these loans, commercial loans generally have a larger average size as compared with other loans such as residential loans. The collateral for commercial loans is generally less readily-marketable and losses incurred on a small number of commercial loans could have a disproportionate and material adverse impact on our financial condition and results of operations.

Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations.

        The majority of our banking assets are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings and cash flows depend to a great extent upon the level of our net interest income, or the difference between the interest income we earn on loans, investments and other interest earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes.

        When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Additionally, an increase in interest rates may, among other things, reduce the demand for loans and our ability to originate loans and decrease loan repayment rates. A decrease in the general level of interest rates may

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affect us through, among other things, increased prepayments on our loan portfolio and increased competition for deposits. Accordingly, changes in the level of market interest rates affect our net yield on interest earning assets, loan origination volume and our overall results. Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets.

Future changes in interest rates could reduce our profits and asset values.

        Net interest income makes up a majority of our income and is based on the difference between:

        The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the demand for our residential lending products may decline and the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower interest rates. Such changes in interest rates could materially and adversely affect our results of operations and overall profitability.

        In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce our net interest margin and create financial risk for financial institutions like ours.

A continuation of the historically low interest rate environment and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability.

        In recent years the Federal Reserve Board's policy has been to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. Recently, the Federal Reserve Board has indicated that it believes a gradual increase in the targeted federal funds rate is appropriate. To this end, the Federal Reserve Board raised the targeted federal funds rate in December 2016 and March and June 2017. We cannot make any representation as to whether, or how many times, the Federal Reserve will increase the targeted federal funds rate in the future. Notwithstanding the Federal Reserve Board's expressed intentions, our ability to reduce our interest expense may be limited at current interest rate levels while the average yield on our interest-earning assets may continue to decrease, and our interest expense may increase as we access non-core funding sources or increase deposit rates to fund our operations. A continuation of a low, or relatively low, interest rate environment or increasing our cost of funds may adversely affect our net interest income, which would have a material adverse effect on our profitability.

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A substantial majority of our loans and operations are in San Francisco, and therefore our business is particularly vulnerable to a downturn in the San Francisco economy.

        Unlike larger financial institutions that are more geographically diversified, a large portion of our business is concentrated primarily in the state of California, specifically in the San Francisco Bay Area. As of September 30, 2017, 97.8% of our loan portfolio was based in California and our loan portfolio had concentrations of 73.8% in the San Francisco Bay Area. While there is not a single employer or industry in our market area on which a significant number of our customers are dependent, if the local economy, and particularly the real estate market, declines, the rates of delinquencies, defaults, foreclosures, bankruptcies and losses in our loan portfolio would likely increase. Similarly, catastrophic natural events such as earthquakes could have a disproportionate effect on our financial condition. As a result of this lack of diversification in our loan portfolio, a downturn in the local economy generally and real estate market specifically could significantly reduce our profitability and growth and have a material adverse effect on our financial condition.

We may not be able to grow, and, if we do grow, we may have difficulty managing that growth.

        Our business strategy is to continue to grow our assets and expand our operations, including through geographic expansion. Our ability to grow depends, in part, upon our ability to expand our market share, successfully attract core deposits, and to identify loan and investment opportunities as well as opportunities to generate fee-based income. We can provide no assurance that we will be successful in increasing the volume of our loans and deposits at acceptable levels and upon terms acceptable to us. We also can provide no assurance that we will be successful in expanding our operations organically or geographically while managing the costs and implementation risks associated with this growth strategy.

We face strong competition in the banking industry, and we may not be able to successfully grow or retain market share in our existing markets.

        We face intense competition in the banking industry from many competitors who compete with us on an international, regional or local level. Our strategy for future growth relies in part on growth in the communities we serve and our ability to develop relationships in particular locations, and we expect to continue to face strong competition from competitors in all of our markets. If we fail to compete effectively against our competitors, we may be unable to expand our market share in our existing markets, and we may be unable to retain our existing market share in key growth markets or in those markets in which we have traditionally had a strong presence. Failure to protect our market share on a regional level or to grow our market share in key growth markets and product categories could have a material adverse effect on our overall market share and on our profitability.

Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

        Our business strategy includes growth in assets, deposits, the scale of our operations and entry into new markets. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area and obtain new customers in new market areas where we will have to establish brand recognition and operations. Our ability to successfully grow will depend on a variety of factors, including our ability to attract and retain experienced bankers and loan officers, the continued availability of desirable business opportunities, competition from other financial institutions in our market areas and our ability to manage our growth. Growth opportunities may not be available, may be prohibitively expensive, or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding deposit and lending

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capacity that generally require a period of time to generate the necessary revenues to offset their costs, especially in areas in which we do not have an established presence and require alternative delivery methods. Accordingly, any such business expansion can be expected to negatively impact our earnings for some period of time until certain economies of scale are reached. Our expenses could be further increased if we encounter delays in opening new branches.

We may have difficulty identifying additional regional and local markets for expansion of our business, and we may misjudge the potential of new markets.

        In order to successfully expand our business, we must identify new regional and local markets in which we will be successful. To execute this strategy, we must devote substantial financial resources and managerial time to the analysis of demographics, results of competing banks, potential operating costs, real estate costs and availability, construction costs and discretionary spending patterns in different regions of the United States and specific local areas within those selected regions. We may be unfamiliar with many of these areas, and, despite our research, we may choose markets that may prove to be less accepting of our banking concepts than customers in our existing markets. As a result, we may invest substantial time, energy and money in new markets that may not generate satisfactory returns. In addition, new branches, including those located in new markets, will take at least several months to reach planned operating levels due to inefficiencies typically associated with opening a new location, and the financial results of new branches over at least the first year of operation are expected to be below our historical results.

The value of our mortgage servicing rights can be volatile.

        We sell in the secondary market residential mortgage loans that we originate, which provides a meaningful portion of our non-interest income in the form of gains on the sale of mortgage loans. We also earn revenue from fees we receive for servicing mortgage loans. As a result of our mortgage servicing business, we have a growing portfolio of mortgage servicing rights. A mortgage servicing right is the right to service a mortgage loan—collect principal, interest, and escrow amounts—for a fee. We acquire mortgage servicing rights when we keep the servicing rights in connection with the sale of loans we have originated.

        Changes in interest rates may impact our mortgage servicing revenues, which could negatively impact our non-interest income. When rates rise, net revenue from our mortgage servicing activities can increase due to slower prepayments, which reduces our amortization expense for mortgage servicing rights. When rates fall, the value of our mortgage servicing rights usually tends to decline as a result of a higher volume of prepayments, resulting in a decline in our net revenue. It is possible that, because of economic conditions and/or a weak or deteriorating housing market, even if interest rates were to fall or remain low, mortgage originations may also fall or any increase in mortgage originations may not be enough to offset the decrease in the mortgage servicing rights value caused by the lower rates. Because the value of our mortgage servicing rights is capitalized on our balance sheet and evaluated on a quarterly basis, any significant decline in value could adversely affect our income, our capital ratios or require us to raise additional capital, which may not be available on favorable terms.

One of our historical markets, minority and immigrant individuals, may be threatened by gentrification or adverse political developments, which could decrease our growth and profitability.

        We believe that a significant part of our historical strength has been our focus on the minority and immigrant markets. The continuing displacement of minorities due to gentrification of our communities may adversely affect us unless we are able to adapt and increase the acceptance of our products and services by non-minority customers. We may also be unfavorably impacted by political developments adverse to the United States and specifically adverse to markets that are dependent on immigrant populations.

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We rely heavily on our management team and our business could be adversely affected by the unexpected loss of one or more of our officers or directors.

        We are led by a management team with substantial experience in the markets that we serve and the financial products that we offer. Our operating strategy focuses on providing products and services through long-term relationship managers. Accordingly, our success depends in large part on the performance of our key officers and directors, as well as on our ability to attract, motivate and retain highly qualified senior and middle management. Competition for employees is intense, and the process of identifying key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. We may not be successful in retaining our key employees or directors and the unexpected loss of services of one or more of our officers or directors could have a material adverse effect on our business because of their skills, knowledge of our market and financial products, years of industry experience, long-term business and customer relationships and the difficulty of finding qualified replacement personnel. If the services of any of our key personnel should become unavailable for any reason, we may not be able to identify and hire qualified persons on terms acceptable to us, which could have a material adverse effect on our business, financial condition and results of operations.

We may be at risk for future restrictions on compensation paid to our executives.

        As a private closely held company, we have historically not been subject to compensation restrictions. Under certain circumstances, our primary regulators could impose restrictions on compensation to our management team. In addition, as a public company, we will be required to disclose the compensation of our named executive officers and may face pressure from investors to the extent such compensation is deemed excessive. If we experience future limitations in our executive compensation program, these limitations may make it more difficult to attract and retain executive officers.

Our future success depends on our ability to retain key executives and to identify, attract, retain and motivate qualified personnel.

        We are highly dependent on the experience and strong relationships we have developed in the communities that we serve. We also recognize that the banking industry is competitive and should we lose several of our front office personnel, it would take time for new employees to develop the experience and cultural values that we believe our long-term employees have developed. Additionally, our hiring processes are unique to us, meaning that we prefer to hire employees with experience in our industry and who have an interest in working with the Bank for many years. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully manage, develop and grow in the banking industry. If we fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of key employees.

The success of our growth strategy depends on our ability to identify and retain individuals with experience and relationships in the markets in which we intend to expand.

        We may expand our banking network over the next several years, not just in our existing and planned market areas, but also in other communities. To expand into new markets successfully, we must identify and retain experienced key management members with local expertise and relationships in these markets. We expect that competition for qualified management in the markets in which we may expand will be intense and that there will be a limited number of qualified persons with knowledge of and experience in the community banking industry in these markets. Even if we identify individuals that we believe could assist us in establishing a presence in a new market, we may be unable to recruit these individuals away from competitors or more established banks. In addition, the process of identifying

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and recruiting individuals with the combination of skills and attributes required to carry out our strategy is often lengthy. Our inability to identify, recruit, and retain talented personnel to manage new banking offices effectively would limit our growth and could materially and adversely affect our business, financial condition, and results of operations.

We are subject to certain operational risks, including, but not limited to, customer, third party, or employee fraud and data processing system failures and errors.

        Employee errors and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence and increased regulatory scrutiny.

        We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. If our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

We depend on the accuracy and completeness of information provided by customers and counterparties.

        In deciding whether to extend credit or enter into other transactions with customers and counterparties, we may rely on information furnished to us by, or on behalf of, customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers and counterparties as to the accuracy and completeness of that information. In deciding whether to extend credit, we may rely upon our customers' representations that their financial statements are accurate. We also may rely on customer representations and certifications, or other audit or accountants' reports, with respect to the business and financial condition of our commercial clients. Our financial condition, results of operations, financial reporting and reputation could be materially adversely affected if we rely on materially misleading, false, inaccurate or fraudulent information.

We may incur future losses in connection with certain representations and warranties we've made with respect to mortgages that we have sold into the secondary market.

        From time to time, we package residential mortgages for sale into the secondary market. In connection with such sales, we make representations and warranties, which, if breached, may require us to repurchase such loans, substitute other loans or indemnify the purchasers of such loans for actual losses incurred in respect of such loans. A substantial decline in residential real estate values in the markets in which we originated such loans could increase the risk of such consequences. While we have not to date received any repurchase requests and we currently believe our repurchase risk remains low based upon our careful loan underwriting and documentation standards, it is possible that requests to repurchase loans could occur in the future and such requests may have a negative financial impact on us.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

        We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service

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and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and new market areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected.

        Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected.

Our modest size makes it more difficult for us to compete.

        Our modest size makes it more difficult to compete with other financial institutions which are generally larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. As a smaller institution, we are also disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

We face risks related to our operational, technological and organizational infrastructure.

        Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological infrastructure and to manage the cost of that infrastructure as we expand. Similar to other corporations, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or outside persons and exposure to external events. As discussed below, we are dependent on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial records and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract new ones depends on the functionality of our technology systems. Additionally, our ability to run our business in compliance with applicable laws and regulations is dependent on these infrastructures.

        We monitor our operational and technological capabilities and make modifications and improvements when we believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. Specifically, we provide our own core systems processing and essential web hosting. We also outsource some of these functions to third parties. If we experience difficulties, fail to comply with banking regulations or keep up with increasingly sophisticated technologies, our operations could be interrupted. If an interruption were to continue for a significant

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period of time, our business, financial condition and results of operations could be adversely affected, perhaps materially. Even if we are able to replace them, it may be at a higher cost to us, which could materially adversely affect our business, financial condition and results of operations.

Adherence to our internal policies and procedures by our employees is critical to our performance and how we are perceived by our regulators.

        Our internal policies and procedures are a critical component of our corporate governance and, in some cases, compliance with applicable regulations. We adopt internal policies and procedures to guide management and employees regarding the operation and conduct of our business. Any deviation or non-adherence to these internal policies and procedures, whether intentional or unintentional, could have a detrimental effect on our management, operations or financial condition.

We must keep pace with technological change to remain competitive and introduce new products and services.

        Financial products and services have become increasingly technologically driven. Our ability to meet the needs of our customers competitively and introduce new products in a cost-efficient manner is dependent on the ability to keep pace with technological advances, to invest in new technology as it becomes available, and to obtain and maintain related essential personnel. Many of our competitors have already implemented critical technologies and have greater resources to invest in technology than we do and may be better equipped to market new technologically driven products and services. In addition, we may not have the same ability to rapidly respond to technological innovations as our competitors do. Furthermore, the introduction of new technologies and products by financial technology companies and "fintech" platforms may adversely affect our ability to obtain new customers and successfully grow our business. The ability to keep pace with technological change is important, and the failure to do so, due to cost, proficiency or otherwise, could have a material adverse impact on our business and therefore on our financial condition and results of operations.

Changes in accounting standards could materially impact our financial statements.

        From time to time, the Financial Accounting Standards Board or the SEC may change the financial accounting and reporting standards that govern the preparation of our financial statements. Such changes may result in us being subject to new or changing accounting and reporting standards. In addition, the bodies that interpret the accounting standards (such as banking regulators, outside auditors or management) may change their interpretations or positions on how these standards should be applied. These changes may be beyond our control, can be hard to predict, and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, or apply an existing standard differently, also retrospectively, in each case resulting in our needing to revise or restate prior period financial statements.

Adverse conditions internationally could adversely affect our business.

        Many of our customers are recent immigrants or foreign nationals. U.S. and global economic policies, military tensions, and unfavorable global economic conditions may adversely impact the economies in which our customers have family or business ties. A significant deterioration of economic conditions internationally, and in Asia in particular, could expose us to, among other things, economic and transfer risk, and we could experience an outflow of deposits by those of our customers with connections to Asia. In addition, foreign currency restrictions, particularly on the movement of cash from abroad, could adversely affect many of our customers, including with respect to their ability to make down payments or repay loans. Adverse economic conditions abroad, and in China or Taiwan in particular, may also negatively impact asset values and the profitability and liquidity of our customers with ties to these regions.

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Changes in the valuation of our securities portfolio could hurt our profits and reduce our shareholders' equity.

        Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Management evaluates securities for other-than-temporary impairment on a quarterly basis, with more frequent evaluation for selected issues. In analyzing a debt issuer's financial condition, management may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and industry analysts' reports. In analyzing an equity issuer's financial condition, management may consider industry analysts' reports, financial performance and projected target prices of investment analysts. If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, a potential loss to earnings may occur. Changes in interest rates can also have an adverse effect on our financial condition, as our available-for-sale securities are reported at their estimated fair value, and therefore are impacted by fluctuations in interest rates. We increase or decrease our shareholders' equity by the amount of change in the estimated fair value of the available-for-sale securities, net of taxes. Declines in market value could result in other-than-temporary impairments of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Securities Portfolio."

Legal and regulatory proceedings and related matters could adversely affect us.

        We have been, and may in the future become, involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial cost and management diversion in such litigation and proceedings, and any adverse determination could have a material adverse effect on our business, brand or image, or our financial condition and results of our operations.

As part of our asset/liability management strategy, we sell portions of our residential loan portfolio from time to time, while retaining servicing rights. If the market for our mortgage loans to the secondary market were to significantly contract, our earnings profile would be negatively affected and our ability to manage our balance sheet would be materially and adversely affected.

        From time to time, we manage our liquidity and balance sheet risk by selling loans in our mortgage portfolio into the secondary market. If the market for our mortgages were to contract or our counterparties were to lose confidence in our asset quality, we would lose a key piece of our liquidity strategy and would need to find alternative means to manage our liquidity that may be less effective. If the market for our residential portfolio were to contract, our liquidity, capital ratios and financial condition would be materially and adversely affected.

Any debt service obligations will reduce the funds available for other business purposes, and the terms and covenants relating to our current and future indebtedness could adversely impact our financial performance and liquidity.

        We have sold $65 million in aggregate principal amount of our 7.0% Fixed to Floating Subordinated Notes due April 15, 2026. As a result, we are currently, and to the extent we incur significant debt in the future, we will be, subject to risks typically associated with debt financing, such as insufficient cash flow to meet required debt service payment obligations and the inability to refinance existing indebtedness. In addition, our subordinated notes and the related subordinated note purchase agreements contain customary covenants, which under certain circumstances place restrictions on our ability to pay dividends or make other distributions and enter into certain transactions, including

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acquisition activity. If we fail to satisfy one or more of the covenants under our subordinated notes, we would be in default under such notes, and may be required to repay such debt with capital from other sources. Under such circumstances, other sources of capital may not be available to us on reasonable terms or at all.

We and our borrowers in our California communities may be adversely affected by earthquakes or other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

        The majority of our branches are located in the San Francisco and Los Angeles, California areas, which in the past have experienced both severe earthquakes and wildfires. We do not carry earthquake insurance on our properties. Earthquakes, wildfires or other natural disasters could severely disrupt our operations, and have a material adverse effect on our business, results of operations, financial condition and prospects. In addition, our customers and loan collateral may be severely impacted by such events, resulting in losses.

        If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our branches, that damaged critical infrastructure or that otherwise disrupted operations, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time in the San Francisco and/or Los Angeles, California areas. The disaster recovery and business continuity plans we have in place currently are limited and are unlikely to prove adequate in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which, particularly when taken together with our lack of earthquake insurance, could have a material adverse effect on our business.

Risks Related to Our Industry and Regulation

Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in any of them.

        As a unitary thrift holding company, we are subject to extensive examination, supervision and comprehensive regulation by various federal agencies that govern almost all aspects of our operations. These laws and regulations are not intended to protect our shareholders. Rather, these laws and regulations are intended to protect customers, depositors, the Deposit Insurance Fund (the "DIF") and the overall financial stability of the United States. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage, limit the dividend or distributions that Sterling Bank can pay to us, restrict the ability of institutions to guarantee our debt, and impose certain specific accounting requirements on us that may be more restrictive and may result in greater or earlier charges to earnings or reductions in our capital than generally accepted accounting principles would require. Compliance with these laws and regulations is difficult and costly, and changes to these laws and regulations often impose additional compliance costs. Our failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines and other penalties, any of which could materially adversely affect our results of operations, capital base and the price of our securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive.

        Likewise, the Company operates in an environment that imposes income taxes on its operations at both the federal and state levels to varying degrees. Changes in tax laws could significantly affect our financial position and results of operations. In addition, we are subject to regular review and audit by U.S. federal and certain state authorities. Tax authorities may disagree with certain positions we have

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taken and any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations.

Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.

        The Dodd-Frank Act, among other things, imposed new capital requirements on thrift holding companies; changed the base for FDIC insurance assessments to a bank's average consolidated total assets minus average tangible equity, rather than upon its deposit base; permanently raised the current standard deposit insurance limit to $250,000; and expanded the FDIC's authority to raise insurance premiums. The Dodd-Frank Act also established the Consumer Financial Protection Bureau as an independent entity within the FRB, which has broad rulemaking, supervisory and enforcement authority over consumer financial products and services, including deposit products, residential mortgages, home-equity loans and credit cards and contains provisions on mortgage-related matters, such as steering incentives, determinations as to a borrower's ability to repay and prepayment penalties. Although the applicability of certain elements of the Dodd-Frank Act is limited to institutions with more than $10 billion in assets, there can be no guarantee that such applicability will not be extended in the future or that regulators or other third parties will not seek to impose such requirements on institutions with less than $10 billion in assets, such as the Company. The Dodd-Frank Act has had and may continue to have a material impact on our operations, particularly through increased regulatory burden and compliance costs. Because the FRB has only been a primary regulator for thrift holding companies since 2012, it is unclear whether we will be exposed to additional regulatory burdens. Any future legislative changes could have a material impact on our profitability, the value of assets held for investment or the value of collateral for loans. Future legislative changes could also require changes to business practices and potentially expose us to additional costs, liabilities, enforcement action and reputational risk.

        Compliance with the Dodd-Frank Act and its implementing regulations has and will continue to result in additional operating and compliance costs that could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

        In addition, new proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the bank and non-bank financial services industries and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. Federal regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Certain aspects of current or proposed regulatory or legislative changes to laws applicable to the financial industry, if enacted or adopted, may impact the profitability of our business activities, require more oversight or change certain of our business practices, including the ability to offer products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads and could expose us to additional costs, including increased compliance costs. These changes also may require us to invest significant management attention and resources to make any necessary changes to operations to comply and could have a material adverse effect on our business, financial condition and results of operations.

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

        The Bank Secrecy Act, the USA Patriot Act and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and to file timely reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements and have recently engaged in coordinated enforcement

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efforts against banks and other financial services providers with the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control. Because a significant portion of our customer base consists of foreign nationals and recent immigrants, these laws and regulations pose disproportionate challenges to us relative to our peers. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan.

        Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and growth prospects.

We are subject to the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to material penalties.

        The Community Reinvestment Act ("CRA"), the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Consumer Financial Protection Bureau, the United States Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution's performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion activity. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation.

Federal regulators periodically examine our business, and we may be required to remediate adverse examination findings.

        The Federal Reserve Board ("FRB") and the Office of the Comptroller of the Currency ("OCC") periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, interest rate risk and liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin "unsafe or unsound" practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. If we become subject to any regulatory actions, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects.

As a result of the Dodd-Frank Act and recent rulemaking, we are subject to more stringent capital requirements.

        In July 2013, the U.S. federal banking authorities approved new regulatory capital rules implementing the Basel III regulatory capital reforms effecting certain changes required by the Dodd-Frank Act. The new regulatory capital requirements are generally applicable to all U.S. banks as well as to unitary thrift holding companies with assets over $1 billion, such as the Company. The new regulatory capital rules not only increase most of the required minimum regulatory capital ratios, but also introduce a new common equity Tier 1 capital ratio and the concept of a capital conservation

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buffer. The new regulatory capital rules also expand the current definition of capital by establishing additional criteria that capital instruments must meet to be considered additional Tier 1 and Tier 2 capital. In order to be a "well-capitalized" depository institution under the new regime, an institution must maintain a common equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. Institutions must also maintain a capital conservation buffer consisting of common equity Tier 1 capital. The new regulatory capital rules became effective as applied to Sterling Bank on January 1, 2015 with a phase-in period that generally extends through January 1, 2019 for many of the changes. The mechanisms the FRB will utilize to enforce, and the manner in which the FRB will interpret, these standards with respect to unitary thrifts such as the Company remain uncertain.

        The failure to meet applicable regulatory capital requirements could result in one or more of our regulators placing limitations or conditions on our activities, including our growth initiatives, or restricting the commencement of new activities, and could materially adversely affect customer and investor confidence, our costs of funds and FDIC insurance costs, our ability to pay dividends on our common stock, our ability to make acquisitions, and our business, results of operations and financial conditions, generally.

The FRB or OCC may require us to commit capital resources to support Sterling Bank.

        As a matter of policy, the FRB expects a unitary thrift holding company to act as a source of financial and managerial strength for a subsidiary bank and to commit resources to support such subsidiary bank. The Dodd-Frank Act codified the FRB's policy on serving as a source of financial strength. Under the "source of strength" doctrine, the FRB may require a unitary thrift holding company to make capital injections into a troubled subsidiary bank and may charge the unitary thrift holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may be required to borrow the funds or raise capital. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of the subsidiary bank. In the event of a unitary thrift's bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution's general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by the Company to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations. The requirement that we serve as a source of strength to our Bank may be exacerbated by OCC requirements to maintain certain capital requirements at the bank level and we may not be able to access the necessary funds to do so, which would further materially adversely affect our business, financial condition and results of operations.

The FASB has recently issued an accounting standard update that will result in a significant change in how we provide for credit losses and may have a material impact on our financial condition or results of operations.

        In June 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the current "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the Current Expected Credit Loss ("CECL") model. Under the CECL model, we will be required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events,

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including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement will take place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the "incurred loss" model required under GAAP, which delays recognition until it is probable a loss has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance. Moreover, the CECL model may create more volatility in the level of our allowance for loan losses. If we are required to materially increase our level of allowance for loan losses for any reason, such increase could adversely affect our business, financial condition and results of operations.

        The new CECL standard will become effective for us for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. We are currently evaluating the impact the CECL model will have on our accounting, but we expect to recognize a one-time cumulative-effect adjustment to our allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, consistent with regulatory expectations set forth in interagency guidance issued at the end of 2016. We cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

FDIC deposit insurance assessments may materially increase in the future, which would have an adverse effect on earnings.

        As a member institution of the FDIC, our subsidiary, Sterling Bank, is assessed a quarterly deposit insurance premium. Failed banks nationwide significantly depleted the insurance fund and reduced the ratio of reserves to insured deposits. The FDIC has adopted a Deposit Insurance Fund Restoration Plan, which requires the FDIC's DIF to attain a 1.35% reserve ratio by September 30, 2020. As a result of this requirement, Sterling Bank could be required to pay significantly higher premiums or additional special assessments that would adversely affect its earnings, thereby reducing the availability of funds to pay dividends to us.

Monetary policies and regulations of the FRB could adversely affect our business, financial condition and results of operations.

        In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the FRB. An important function of the FRB is to regulate the money supply and credit conditions. Among the instruments used by the FRB to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks' reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.

        The monetary policies and regulations of the FRB have had a significant effect on the operating results of banks in the past and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be predicted.

Our accounting estimates and risk management processes and controls rely on analytical and forecasting techniques and models and assumptions, which may not accurately predict future events.

        Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with GAAP and reflect management's judgment of the most appropriate manner in which to report our financial condition and results. In some cases, management must select the accounting policy or method to apply from two or more

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alternatives, any of which may be reasonable under the circumstances, yet which may result in our reporting materially different results than would have been reported under a different alternative.

        Certain accounting policies are critical to presenting our financial condition and results of operations. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include the allowance for loan losses and the fair value of securities. Because of the uncertainty of estimates involved in these matters, we may be required to significantly increase the allowance for loan losses or sustain loan losses that are significantly higher than the reserve provided or reduce the carrying value of an asset measured at fair value. Any of these could have a material adverse effect on our business, financial condition or results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Our internal controls, disclosure controls, processes and procedures, and corporate governance policies and procedures are based in part on certain assumptions and can provide only reasonable (not absolute) assurances that the objectives of the system are met. Any failure or circumvention of our controls, processes and procedures or failure to comply with regulations related to controls, processes and procedures could necessitate changes in those controls, processes and procedures, which may increase our compliance costs, divert management attention from our business or subject us to regulatory actions and increased regulatory scrutiny. Any of these could have a material adverse effect on our business, financial condition or results of operations.

We could be adversely affected by the soundness of other financial institutions and other third parties we rely on.

        Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including banks, brokers and dealers, investment banks and other institutional entities. Many of these transactions expose us to credit risk in the event of a default by a counterparty or client. In addition, our credit risk may be exacerbated when our collateral cannot be foreclosed upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due.

Risks Related to the Offering and an Investment in Our Common Stock

An active, liquid trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the public offering price, or at all.

        Prior to this offering, there has been no public market for our common stock. An active trading market for shares of our common stock may never develop or be sustained following this offering. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. The public offering price for our common stock will be determined by negotiations between us and the underwriter and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell your common stock at or above the public offering price or at any other price or at the time that you would like to sell. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration in an acquisition.

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The price of our common stock could be volatile following this offering.

        The market price of our common stock following this offering may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things:

        The realization of any of the risks described in this "Risk Factors" section could have a material adverse effect on the market price of our common stock and cause the value of your investment to decline. In addition, the stock market experiences extreme volatility that has often been unrelated to the operating performance of particular companies. These types of broad market fluctuations may adversely affect investor confidence and could affect the trading price of our common stock over the short, medium or long term, regardless of our actual performance. If the market price of our common stock reaches an elevated level following this offering, it may materially and rapidly decline. In the past, following periods of volatility in the market price of a company's securities, shareholders have often instituted securities class action litigation. If we were to be involved in a class action lawsuit, we could incur substantial costs and it could divert the attention of senior management and have a material adverse effect on our business, financial condition and results of operations.

If equity research analysts do not publish research or reports about our business, or if they do publish such reports but issue unfavorable commentary or downgrade our common stock, the price and/or trading volume of our common stock could decline.

        The trading market for our common stock could be affected by whether equity research analysts publish research or reports about us and our business. We cannot predict at this time whether any research analysts will publish research and reports on us and our common stock. If one or more equity analysts do cover us and our common stock and publish research reports about us, if one or more

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securities analysts downgrade our stock, or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business, the price of our stock could decline.

        If any of the analysts who elect to cover us downgrades our stock, our stock price could decline rapidly. If any of these analysts ceases coverage of us, we could lose visibility in the market, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

Our management will have broad discretion as to the use of proceeds from this offering, and we may not use the proceeds effectively.

        We are not required to apply any portion of the net proceeds of this offering for any particular purpose. Accordingly, our management will have broad discretion as to the application of the net proceeds of this offering and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and invest the net proceeds. We may not be successful in using the net proceeds from this offering to increase our profitability or market value and we cannot predict whether the proceeds will be invested to yield a favorable return.

We are a "controlled company" under the corporate governance rules for NASDAQ-listed companies, and we may eventually elect to take advantage of the "controlled company" exception, which would make our common stock less attractive to some investors or otherwise harm our stock price.

        Because we qualify as a "controlled company" under the corporate governance rules for NASDAQ-listed companies, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent monitoring function. In light of our status as a controlled company, our board of directors could determine not to have an independent nominating function and may choose to have the full board of directors be directly responsible for nominating members of our board, and in the future we could elect not to have a majority of our board of directors be independent or not to have a compensation committee. Accordingly, should the interests of our controlling shareholder differ from those of other shareholders, the other shareholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NASDAQ-listed companies. We may take advantage of some or all the "controlled company" exceptions and to the extent we do not, this determination could change in the future. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

You will incur immediate dilution as a result of this offering.

        If you purchase our common stock in this offering, you will pay more for your shares than the net tangible book value per share immediately following consummation of this offering. As a result, you will incur immediate dilution of $7.79 per share representing the difference between the offering price of $13.00, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and our pro forma net tangible book value per share as of September 30, 2017 of $5.21. This represents approximately 60% dilution from the midpoint of the initial public offering price set forth on the cover page of this prospectus. Accordingly, if we were to be liquidated at our book value immediately following this offering, you would not receive the full amount of your investment.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

        As a result of this offering, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, or Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley

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Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition with the SEC. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur. We anticipate that these costs will materially increase our general and administrative expenses. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our strategic plan, which could prevent us from successfully implementing our growth initiatives and improving our business, results of operations and financial condition.

        As an "emerging growth company" as defined in the JOBS Act, we intend to take advantage of certain temporary exemptions from various reporting requirements, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and an exemption from the requirement to obtain an attestation from our auditors on management's assessment of our internal control over financial reporting. When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

The reduced disclosures and relief from certain other significant disclosure requirements that are available to emerging growth companies may make our common stock less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not "emerging growth companies." These exemptions include the following:

        In addition, even if we comply with the greater obligations of public companies that are not emerging growth companies immediately after this offering, we may avail ourselves of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as we are an emerging growth company.

        We will remain an emerging growth company for up to five years, though we may cease to be an emerging growth company earlier under certain circumstances, including if, before the end of such five years, we are deemed to be a large accelerated filer under the rules of the SEC (which depends on, among other things, having a market value of common stock held by non-affiliates in excess of $700 million). Investors and securities analysts may find it more difficult to evaluate our common stock because we will rely on one or more of these exemptions. If, as a result, some investors find our common stock less attractive, there may be a less active trading market for our common stock, which could result in a reduction and greater volatility in the prices of our common stock.

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As a closely held private company, our historical dividend policy has varied. We have only recently paid consistent dividends and we may not pay dividends on our common stock in the near term or over a broader time frame. Consequently, your only opportunity to achieve a return on your investment may be if the price of our common stock appreciates.

        The holders of our common stock will receive dividends if and when declared by our board of directors out of legally available funds. We have only recently paid dividends to our shareholders and while we intend to consider conservative and appropriate dividend levels post-offering, we may not pay any dividends in the future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, restrictions imposed by our subordinated debt, funds needed to pay the interest cost on any debt, financial condition, future prospects, regulatory restrictions, and other factors that our board of directors may deem relevant.

        Our principal business operations are conducted through our subsidiary, Sterling Bank. Cash available to pay dividends to our shareholders is derived primarily, if not entirely, from dividends paid by Sterling Bank to us. The ability of Sterling Bank to pay dividends to us, as well as our ability to pay dividends to our shareholders, will continue to be subject to, and limited by, certain legal and regulatory restrictions. Further, any lenders making loans to us may impose financial covenants that may be more restrictive with respect to dividend payments than the regulatory requirements.

A future issuance of stock could dilute the value of our common stock.

        We may sell additional shares of common stock, or securities convertible into or exchangeable for such shares, in subsequent public or private offerings. Upon completion of this offering, there will be 52,963,308 shares of our common stock issued and outstanding. Future issuance of any new shares could cause further dilution in the value of our outstanding shares of common stock. We cannot predict the size of future issuances of our common stock, or securities convertible into or exchangeable for such shares, or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

        If our existing shareholders sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decrease significantly. The perception in the public market that our existing shareholders might sell shares of common stock could also depress our market price. Upon completion of this offering, we will have 52,963,308 shares of our common stock outstanding. The selling shareholders (and certain other shareholders) collectively representing 81.8% of our common shares outstanding upon completion of this offering, or 78.9% if the underwriter exercises in full its option to purchase additional shares, will be subject to the lock-up agreements described in "Underwriting" and the Rule 144 holding period requirements described in "Shares Eligible for Future Sale." After all of the lock-up periods have expired and the holding periods have elapsed, assuming no exercise of the underwriter's option to purchase additional shares from the selling shareholders, 43,298,308 additional shares of our outstanding common stock will be eligible for sale in the public market. In addition, the underwriter may, at any time and without notice, release all or a portion of the shares subject to lock-up agreements. The market price of shares of our common stock may drop significantly when the restrictions on resale by our existing shareholders lapse. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities and could result in a decline in the value of the shares of our common stock purchased in this offering.

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The Seligman family, through the family's trustee and the Bank's founder and the Company's Vice President, Scott Seligman, will have the ability to influence Company operations and control the outcome of matters submitted for shareholder approval and may have interests that differ from those of our other shareholders.

        After the completion of this offering, assuming the underwriter does not exercise its option to purchase additional shares, certain trusts for the benefit of members of the Seligman family and administered by their trustee will beneficially own approximately 80.8% of our common stock. In addition, Scott Seligman, the founder of the Bank, Vice President of the Company and consultant to the Bank's board of directors, represents the interests of the family and continues to serve in an advisory capacity to the Company and the Bank, including through attendance at board meetings and frequent consultation with senior management. Therefore, Mr. Seligman will continue to have access and influence with respect to Company operations and the Seligman family trustee will continue to have effective control over the outcome of votes on all matters requiring approval by shareholders after the offering, including the election of directors, the adoption of amendments to our articles of incorporation and bylaws and approval of a sale of the Company and other significant corporate transactions, regardless of how other shareholders vote on these matters. Furthermore, the interests of the Seligman family may be different than the interests of other shareholders. This concentration of voting power could also have the effect of delaying, deterring or preventing a change in control or other business combination that might otherwise be beneficial to our shareholders.

Our common stock is subordinate to our existing and future indebtedness and preferred stock.

        Shares of our common stock are equity interests and do not constitute indebtedness. As such, our common stock ranks junior to all our customer deposits and indebtedness, whether now existing or hereafter incurred, and other non-equity claims on us, with respect to assets available to satisfy claims. Additionally, holders of common stock are subject to the prior liquidation rights of the holders of our subordinated debt and may be subject to the prior dividend and liquidation rights of any series of preferred stock we may issue in the future.

Certain provisions of our corporate governance documents and Michigan law could discourage, delay or prevent a merger or acquisition at a premium price.

        Our second amended and restated articles of incorporation and amended and restated bylaws that we will adopt prior to completion of this offering will contain provisions that may make the acquisition of our Company more difficult without the approval of our board of directors. These include provisions that, among other things:

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        These provisions may frustrate or prevent any attempts by our shareholders to replace or remove our current management by making it more difficult for shareholders to replace members of the board of directors, which is responsible for appointing members of our management. Any matters requiring the approval of our shareholders will effectively require the approval of the Seligman family and their trustee, which may have interests that differ from those of our other shareholders. See "—The Seligman family, through the family trustee and the Bank's founder and the Company's Vice President, Scott Seligman, will have the ability to control the outcome of matters submitted for shareholder approval and may have interests that differ from those of our other shareholders."

        In addition, the 2017 Omnibus Equity Incentive Plan will permit the board of directors or a committee thereof to accelerate, vest or cause the restrictions to lapse with respect to outstanding equity awards, in the event of, or immediately prior to, a change in control. Such vesting or acceleration could discourage the acquisition of our Company.

        We could also become subject to certain anti-takeover provisions under Michigan law which may discourage, delay or prevent someone from acquiring us or merging with us, whether or not an acquisition or merger is desired by or beneficial to our shareholders. If a corporation's board of directors chooses to "opt-in" to certain provisions of Michigan Law, such corporation may not, in general, engage in a business combination with any beneficial owner, directly or indirectly, of 10% of the corporation's outstanding voting shares unless the holder has held the shares for five years or more or, among other things, the board of directors has approved the business combination. Our board of directors has not elected to be subject to this provision, but could do so in the future. Any provision of our second amended and restated articles of incorporation or amended and restated bylaws or Michigan law that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares, and could also affect the price that some investors are willing to pay for our common stock otherwise.

Our second amended and restated articles of incorporation designates the courts of the State of Michigan located in Oakland County and the United States District for the Eastern District of Michigan as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

        Our second amended and restated articles of incorporation provides that the courts of the State of Michigan located in Oakland County and the United States District for the Eastern District of Michigan shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Michigan Business Corporation Act (as it may be amended from time to time, the "MBCA"), or (iv) any action asserting a claim against us governed by the State of Michigan's internal

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affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our common stock shall be deemed to have notice of and consented to the provisions of our second amended and restated articles of incorporation described above. This choice of forum provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our second amended and restated articles of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Our ability to pay dividends is restricted by applicable law and the terms of our subordinated notes.

        Our ability to pay cash dividends is restricted by the terms of our subordinated notes as well as applicable provisions of Michigan law and the rules and regulations of the OCC and the FRB. Any future determination to pay dividends to holders of our common stock will depend on our results of operations, financial condition, capital requirements, banking regulations, contractual restrictions and any other factors that our board of directors may deem relevant, and we can provide no assurance that we will pay any dividends to our shareholders following completion of this offering. See "Dividend Policy."

An investment in our common stock is not an insured deposit and is not guaranteed by the FDIC, so you could lose some or all of your investment.

        An investment in our common stock is not a bank deposit and, therefore, is not insured against loss or guaranteed by the FDIC, any other deposit insurance fund or by any other public or private entity. An investment in our common stock is inherently risky for the reasons described herein. As a result, if you acquire our common stock, you could lose some or all of your investment.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "attribute," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "goal," "target," "outlook," "aim," "would," "annualized" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

        The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

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        The foregoing factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included in this prospectus as well as the items set forth under the heading "Risk Factors". If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise except as required by law. New risks and uncertainties arise from time to time, and it is not possible for us to predict those events or how they may affect us. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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USE OF PROCEEDS

        Assuming an initial public offering price of $13.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, we estimate that the net proceeds from the sale of the shares of common stock by us will be approximately $92.7 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds to us of this offering by approximately $7.2 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        We intend to contribute substantially all of the net proceeds of the offering to the Bank as needed from time to time. The net proceeds will be used to support the Bank's current growth, its future growth initiatives or selective acquisition activity, though no specific opportunities are currently under consideration, while the Bank maintains being well-capitalized.

        Our management will retain broad discretion to allocate the net proceeds of this offering, and the precise amounts and timing of our use of the net proceeds of this offering will depend upon market conditions, as well as other factors. Until we deploy the proceeds of this offering for the uses described above, we expect to hold such proceeds in short-term investments.

        We will not receive any proceeds from the sale of shares of our common stock by the selling shareholders in this offering, including from any exercise by the underwriter of its option to purchase additional shares from the selling shareholders.

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CAPITALIZATION

        The following table sets forth our capitalization as of September 30, 2017:

        We will not receive any of the proceeds from the sale of shares by the selling shareholders in this offering, including from any exercise by the underwriter of its option to purchase additional shares from the selling shareholders.

        You should read this table in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial and Operating Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  At September 30, 2017  
 
  Actual   As Adjusted  
 
  (dollars in thousands)
 

Long-term debt (including current portion):

             

Federal Home Loan Bank borrowings(1)

  $ 190,000   $ 190,000  

Subordinated notes(2)

    64,841     64,841  

Total long-term debt

    254,841     254,841  

Shareholders' equity:

             

Preferred stock, authorized 1,000,000 shares; authorized 10,000,000 shares, as adjusted; no shares issued and outstanding; actual and as adjusted

         

Common stock, voting, no par value, authorized 490,000,000 shares; authorized 500,000,000 shares, as adjusted; 40,199,000 shares issued and outstanding; 52,963,308 shares issued and outstanding; as adjusted

    22,863     118,433  

Common stock, non-voting, no par value, authorized 10,000,000 shares; no shares authorized; as adjusted 5,072,000 shares issued and outstanding; no shares issued and outstanding; as adjusted

    2,885      

Additional paid-in capital

    12,416     12,416  

Retained earnings

    146,339     146,339  

Accumulated other comprehensive loss

    (31 )   (31 )

Total shareholders' equity

    184,472     277,157  

Total capitalization

  $ 439,313   $ 531,998  

(1)
Consists of long-term Federal Home Loan Bank borrowings that bear interest at rates of 0.98% to 1.18% per annum.

(2)
Consists of 7% fixed to floating rate subordinated notes issued to accredited investors with proceeds raised of $65 million.

        A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase (decrease), on an as adjusted basis, total shareholders' equity and total capitalization by approximately $7.2 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

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DILUTION

        If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent that the initial public offering price per share of our common stock exceeds the pro forma net tangible book value per share of our common stock immediately after this offering.

        Our historical net tangible book value as of September 30, 2017 was approximately $183.4 million, or $4.05 per share of common stock. Our historical net tangible book value is the amount of our total tangible assets less our total liabilities. Historical net tangible book value per share is our historical net tangible book value divided by the number of shares of common stock outstanding as of September 30, 2017.

        Our pro forma net tangible book value as of September 30, 2017 was $276.1 million, or $5.21 per share of common stock. Pro forma net tangible book value gives effect to (i) the exchange of 5,072,000 outstanding shares of our non-voting shares for 5,072,000 shares of unregistered voting common stock prior to the completion of this offering and (ii) the sale of 7,692,308 shares of our common stock by us at the initial public offering price of $13.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. This represents an immediate increase in net tangible book value of 1.16 per share to existing common shareholders, and an immediate dilution of $7.79 per share to new investors in this offering. If the initial public offering price is higher or lower, the dilution to new shareholders will be greater or less, respectively.

        The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share

               $ 13.00  

Net tangible book value per share at September 30, 2017

    4.05               

Increase in net tangible book value per share attributable to new investors

    1.16        

Pro forma net tangible book value per share after giving effect to this offering

        $ 5.21  

Dilution per share to new investors in this offering

               $ 7.79  

        A $1.00 increase (or decrease) in the assumed initial public offering price per share of common stock, would increase (or decrease) the pro forma net tangible book value after this offering by approximately $7.2 million, and dilution in net tangible book value to new investors in this offering by approximately $0.13 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The following table summarizes, on a pro forma basis as of September 30, 2017 and after giving effect to the offering, the total number of shares of common stock owned by our existing shareholders, including the selling shareholders, and new investors with respect to the number of shares of our common stock purchased from us, the total consideration paid and the average price per share paid. The calculations with respect to shares purchased by new investors in this offering reflect an assumed offering price of $13.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

 
  Shares Purchased   Total Consideration    
 
 
  Average
Price
Per Share
 
 
  Number   Percentage   Amount   Percentage  

Existing shareholders

  45,271,000     85.5 % $ 54,433,076     35.2 % $ 1.20  

New investors

  7,692,308     14.5 %   100,000,000     64.8 % $ 13.00  

Total

  52,963,308     100.0 % $ 154,433,076     100.0 % $ 2.92  

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        The table above excludes 4,237,100 shares of our common stock reserved and available for future awards under the equity incentive plan. When equity awards are issued under such equity incentive plan, investors purchasing in this offering will experience further dilution.

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DIVIDEND POLICY

        We have only recently paid dividends to our shareholders and while we intend to consider conservative and appropriate dividend levels post-offering, we may not pay dividends in the future. Our dividend policy and practice may change at any time, and our board of directors may change or eliminate the payment of future dividends at its discretion, without notice to our shareholders. Any future determination to pay dividends to holders of our common stock will depend on our future earnings, capital requirements, restrictions imposed by our subordinated debt, funds needed to pay the interest cost on any debt, financial condition, future prospects, regulatory restrictions and any other factors that our board of directors may deem relevant.

        The following table shows recent dividends that have been paid on our common stock during the periods indicated giving retroactive effect to our recent 1,000-for-1 stock split. The annual and year to date aggregate amounts set forth below were paid on a quarterly basis during the period indicated.

Year
  Amount Per
Share
 

2017 (through October)

  $ .21  

2016

  $ .19  

2015

  $ .15  

Dividend Restrictions

        Under the terms of our 7.0% Fixed to Floating Subordinated Notes due April 15, 2026 and the related subordinated note purchase agreements, we are not permitted to declare or pay any dividends on our capital stock if an event of default occurs under the terms of the subordinated notes. Additionally, under the terms of such notes, we are not permitted to declare or pay any dividends on our capital stock if we are not "well capitalized" for regulatory purposes immediately prior to the payment of such dividend, except for dividends payable solely in shares of our common stock.

        As a Michigan corporation, we are subject to certain restrictions on dividends under the Michigan Business Corporation Act. Generally, Michigan law limits cash dividends if the corporation would not be able to pay its debts as they become due in the usual course of business after giving effect to the cash dividend or if the corporation's total assets would be less than the sum of its total liabilities plus the amount needed to satisfy the preferential rights upon dissolution of shareholders whose preferential rights on dissolution are superior to those receiving the distribution.

        As a unitary thrift holding company, our ability to pay dividends is affected by the policies and enforcement powers of the Federal Reserve. See "Supervision and Regulation—The Company—Dividend Payments." Because we are a holding company, we are dependent upon the payment of dividends by Sterling Bank to us as our principal source of funds to pay dividends in the future, if any, and to make other payments. Sterling Bank is also subject to various legal, regulatory and other restrictions on its ability to pay dividends and make other distributions and payments to us. See "Supervision and Regulation—The Bank—Dividend Payments."

        A federal savings bank may generally declare a cash dividend, without approval from the OCC, in an amount equal to its year-to-date net income plus the prior two years' net income that is still available for dividends. The OCC has the authority to prohibit a federal savings bank from paying cash dividends if such payment is deemed to be an unsafe or unsound practice. In addition, as a depository institution the deposits of which are insured by the FDIC, Sterling Bank may not pay cash dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. Sterling Bank currently is not (and never has been) in default under any of its obligations to the FDIC. See "Supervision and Regulation—Sterling Bank—Dividends" and "—Safety and Soundness Standards."

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        The FRB has issued a policy statement regarding the payment of cash dividends by bank holding companies. In general, the FRB's policy provides that cash dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization's capital needs, asset quality and overall financial condition. The FRB has the authority to prohibit a bank holding company from paying cash dividends if such payment is deemed to be an unsafe or unsound practice.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following table sets forth selected historical consolidated financial and operating data as of the dates and for the periods indicated. The selected financial data as of and for the years ended December 31, 2016 and 2015, except for selected ratios, were derived from our audited consolidated financial statements and related notes thereto included elsewhere in this prospectus. The selected financial data as of and for the year ended December 31, 2014, except for selected ratios, were derived from our unaudited consolidated financial statements and related notes that are not included in this prospectus. The selected financial data as of and for the nine months ended September 30, 2017 and 2016, except for selected ratios, were derived from our unaudited consolidated financial statements and related notes thereto included elsewhere in this prospectus. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our consolidated financial position and consolidated results of operations as of such dates and for such periods. Results for the interim periods are not necessarily indicative of the results to be expected for the full year. The historical consolidated financial data set forth below, have been retrospectively adjusted for a merger of an entity that occurred in April 2017 that was under common control for all the periods presented. Also, all share and per share amounts have been retroactively adjusted, where applicable, to reflect the stock split that occurred on September 11, 2017.

        These historical results are not necessarily indicative of results to be expected for any future period. The selected historical consolidated financial and operating data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
(dollars in thousands, except per share data)
  2017   2016   2016   2015   2014  

Statements of Income Data:

                               

Interest income

                               

Interest and fees on loans

  $ 86,606   $ 64,532   $ 89,566   $ 65,111   $ 51,302  

Interest and dividends on investment securities           

    1,302     852     1,180     796     663  

Other interest

    103     45     57     43     47  

Total interest income

    88,011     65,429     90,803     65,950     52,012  

Interest expense

                               

Interest on deposits

    11,686     8,133     11,428     6,526     4,983  

Interest on Federal Home Loan Bank borrowings

    3,044     1,652     2,439     1,539     928  

Interest on subordinated notes and other                 

    2,883     1,071     1,978     43      

Total interest expense

    17,613     10,856     15,845     8,108     5,911  

Net interest income

    70,398     54,573     74,958     57,842     46,101  

Provision for loan losses

    2,100     (528 )   1,280     525     (1,400 )

Net interest income after provision for loan losses

    68,298     55,101     73,678     57,317     47,501  

Total non-interest income

    13,770     14,205     15,381     8,373     6,472  

Total non-interest expense

    28,818     23,585     32,610     27,892     24,475  

Income before income taxes

    53,250     45,721     56,449     37,798     29,498  

Income tax expense

    21,804     18,614     23,215     15,287     11,775  

Net income

  $ 31,446   $ 27,107   $ 33,234   $ 22,511   $ 17,723  

Income per share, basic and diluted

  $ 0.69   $ 0.60   $ 0.73   $ 0.49   $ 0.36  

Weighted average common shares outstanding, basic and diluted

    45,271,000     45,271,000     45,271,000     46,148,000     48,829,000  

Cash dividends per share

  $ 0.14   $ 0.14   $ 0.19   $ 0.15   $  

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  As of December 31,  
 
  As of
September 30,
2017
 
 
  2016   2015   2014  

Period End Balance Sheet Data:

                         

Investment securities, available for sale

  $ 109,944   $ 75,606   $ 46,678   $ 32,559  

Loans, net of allowance for loan losses

    2,366,193     1,982,439     1,575,802     1,136,078  

Allowance for loan losses

    17,189     14,822     10,984     10,015  

Total assets

    2,635,920     2,163,601     1,712,008     1,241,963  

Noninterest-bearing deposits

    70,572     59,231     44,298     29,626  

Interest-bearing deposits

    2,028,890     1,555,914     1,185,462     923,608  

Federal Home Loan Bank borrowings

    234,283     308,198     326,437     148,085  

Subordinated notes

    64,841     49,338          

Total liabilities

    2,451,448     2,001,329     1,575,730     1,115,076  

Total shareholders' equity

    184,472     162,272     136,278     126,887  

 

 
  As of and for the
Nine Months Ended
September 30,
  As of and for the Year Ended
December 31,
 
 
  2017   2016   2016   2015   2014  

Performance Ratios:

                               

Return on average assets

    1.78 %   1.94 %   1.73 %   1.59 %   1.60 %

Return on average shareholders' equity

    24.11     24.55     22.06     17.09     15.04  

Return on average tangible common equity(1)

    24.28     24.83     22.29     17.35     15.36  

Yield on earning assets

    5.10     4.81     4.86     4.80     4.88  

Cost of average interest-bearing liabilities

    1.13     0.89     0.94     0.66     0.62  

Net interest spread

    3.97     3.92     3.92     4.14     4.26  

Net interest margin

    4.08     4.02     4.01     4.21     4.33  

Efficiency ratio(2)

    34     34     36     42     47  

Dividend payout ratio(3)

    21     23     26     31      

Core deposits / total deposits(4)

    87     89     91     89     94  

Net non-core funding dependence ratio(5)

    17     19     19     26     15  

Capital Ratios

   
 
   
 
   
 
   
 
   
 
 

Regulatory and Other Capital Ratios—Consolidated:

   
 
   
 
   
 
   
 
   
 
 

Tangible common equity to tangible assets(1)

    6.96 %   7.68 %   7.44 %   7.86 %   10.05 %

Tier 1 (core) capital to risk-weighted assets

    11.49     12.51     12.22     12.90     15.53 (6)

Tier 1 (core) capital to adjusted tangible assets

    7.12     7.72     7.74     8.42     9.77 (6)

Common Tier 1 (CET 1)

    11.49     12.51     12.22     12.90     15.53 (6)

Total adjusted capital to risk-weighted assets

    16.62     17.59     17.07     13.94     16.74 (6)

Regulatory and Other Capital Ratios—Bank:

   
 
   
 
   
 
   
 
   
 
 

Tier 1 (core) capital to risk-weighted assets

    14.19     15.05     14.61     12.76     14.61  

Tier 1 (core) capital to adjusted tangible assets

    8.79     9.28     9.26     8.33     9.19  

Common Tier 1 (CET 1)

    14.19     15.05     14.61     12.76     14.61  

Total capital to risk-weighted assets

    15.27     16.18     15.73     13.80     15.82  

Credit Quality Data:

   
 
   
 
   
 
   
 
   
 
 

Nonperforming loans(7)

  $ 897   $ 1,130   $ 565   $ 1,167   $ 1,643  

Nonperforming loans to total loans(7)

    0.04 %   0.06 %   0.03 %   0.07 %   0.14 %

Nonperforming assets(8)

    3,912     4,189   $ 3,599   $ 7,110     6,373  

Nonperforming assets to total assets(8)           

    0.15 %   0.21 %   0.17 %   0.42 %   0.51 %

Allowance for loan losses to total loans           

    0.72 %   0.68 %   0.74 %   0.69 %   0.87 %

Allowance for loan losses to nonperforming loans(7)

    1916 %   1125 %   2623 %   941 %   610 %

Net charge offs to average loans

    (0.01 )%   (0.13 )%   (0.14 )%   (0.03 )%   (0.12 )%

(1)
Return on average tangible common equity and tangible common equity to tangible assets ratio are Non-GAAP financial measures. See "Non-GAAP Financial Measures" for a reconciliation of these measures to their most comparable U.S. GAAP measure.

(2)
Efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

(3)
Dividend payout ratio represents the ratio of total dividends paid to our shareholders divided by our net income.

(4)
Core deposit ratio represents the ratio of all demand, savings, NOW and money market accounts and those time deposits with balances less than or equal to $250,000 divided by total deposits.

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(5)
Net non-core funding dependence ratio represents the degree to which the bank is funding longer term assets with non-core funds. We calculate this ratio as the sum of all time deposits greater than $250,000 and FHLB borrowings less short-term investments divided by the sum of all long-term assets.

(6)
Sterling Bancorp was not required to comply with regulatory and other capital ratios for periods ending prior to January 1, 2015 but has included such ratios for informational purposes.

(7)
Nonperforming loans include nonaccrual loans and loans past due 90 days or more and still accruing interest.

(8)
Nonperforming assets include nonperforming loans and loans modified under troubled debt restructurings and other repossessed assets.

Non-GAAP Financial Measures

        Some of the financial measures included in this prospectus are not measures of financial performance recognized by U.S. GAAP. These non-GAAP financial measures include return on average tangible common equity and tangible common equity to tangible assets ratio. Our management uses these non-GAAP financial measures in its analysis of our performance.

Return on Average Tangible Common Equity

        Management measures return on average tangible common equity to assess the Company's capital strength and business performance. Average tangible equity excludes the effect of intangible assets. This non-GAAP financial measure should not be considered a substitute for those comparable measures that are similarly titled that are determined in accordance with U.S. GAAP that may be used by other companies. The following table reconciles return on average tangible common equity to its most comparable U.S. GAAP measure:

 
  As of and for the
Nine Months Ended
September 30,
  As of and for the
Year Ended
December 31,
 
(Dollars in thousands)
  2017   2016   2016   2015   2014  

Net income

  $ 31,446   $ 27,107   $ 33,234   $ 22,511   $ 17,723  

Average shareholders' equity

    173,893     147,208     150,666     131,739     117,875  

Adjustments

                               

Customer-related intangible

    (1,181 )   (1,631 )   (1,575 )   (2,025 )   (2,475 )

Average tangible common equity

  $ 172,712   $ 145,577   $ 149,091   $ 129,714   $ 115,400  

Return on average tangible common equity

    24.28 %*   24.83 %*   22.29 %   17.35 %   15.36 %

*
Annualized

Tangible Common Equity to Tangible Assets Ratio

        The tangible common equity to tangible assets ratio is a non-GAAP measure that is generally used by financial analysts and investment bankers to evaluate capital adequacy. We calculate (i) tangible common equity as total shareholders' equity less intangible assets and (ii) tangible assets as total assets less intangible assets. This non-GAAP financial measure should not be considered a substitute for those comparable measures that are similarly titled that are determined in accordance with U.S. GAAP that may be used by other companies. The following table reconciles shareholders' equity on a U.S. GAAP

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basis to tangible common equity and total assets on a U.S. GAAP basis to tangible assets to arrive at our tangible common equity to tangible assets ratio:

 
  As of and for the
Nine Months Ended
September 30,
  As of and for the
Year Ended December 31,
 
(Dollars in thousands)
  2017   2016   2016   2015   2014  

Tangible common equity:

                               

Total shareholders' equity

  $ 184,472   $ 157,488   $ 162,272   $ 136,278   $ 126,887  

Adjustments

                               

Customer-related intangible

    (1,013 )   (1,463 )   (1,350 )   (1,800 )   (2,250 )

Tangible common equity

  $ 183,459   $ 156,025   $ 160,922   $ 134,478   $ 124,637  

Tangible assets:

                               

Total assets

  $ 2,635,920   $ 2,032,874   $ 2,163,601   $ 1,712,008   $ 1,241,963  

Adjustments

                               

Customer-related intangible

    (1,013 )   (1,463 )   (1,350 )   (1,800 )   (2,250 )

Tangible assets

  $ 2,634,907   $ 2,031,411   $ 2,162,251   $ 1,710,208   $ 1,239,713  

Tangible common equity to tangible assets ratio

    6.96 %   7.68 %   7.44 %   7.86 %   10.05 %

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

        The following discussion and analysis of our financial condition and results of operations for the nine months ended September 30, 2017 and 2016 and for the years ended December 31, 2016 and 2015 should be read in conjunction with "Selected Historical Consolidated Financial and Operating Data" and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and elsewhere in this prospectus, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements except as required by law.

Overview

        We are a unitary thrift holding company headquartered in Southfield, Michigan with our primary branch operations in San Francisco and Los Angeles, California. Through our wholly owned bank subsidiary, Sterling Bank and Trust, F.S.B., a qualified thrift lender, we offer a broad range of loan products to the residential and commercial markets, as well as retail and business banking services.

        Since 2013, we have grown organically at a compound annual growth rate of 30% while maintaining stable margins and solid asset quality. We have made significant investments over the last several years in staffing and upgrading technology and system security. In 2017, we opened a loan production office near Seattle, Washington and a branch in New York City. We plan to open additional branches in Los Angeles and Seattle in 2018. As of September 30, 2017, the Company had total consolidated assets of $2.6 billion, total consolidated deposits of $2.1 billion and total consolidated shareholders' equity of $184.5 million.

        Total assets increased $472 million, or 21.8%, to $2.64 billion at September 30, 2017 from $2.16 billion at December 31, 2016, primarily as a result of loan growth. We continue to focus on the residential mortgage market, construction, and commercial real estate lending. Net loans increased $384 million, or 19.4%, to $2.37 billion at September 30, 2017 from $1.98 billion at December 31, 2016.

        Our net income increased $4.3 million, or 16.0%, to $31.4 million for the nine months ended September 30, 2017 compared to $27.1 million for the nine months ended September 30, 2016, primarily as a result of income from loan growth outpacing corresponding increases in expenses.

Critical Accounting Policies and Estimates

        Our consolidated financial statements are prepared in accordance with U.S. GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

        We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates, and the potential sensitivity of our financial statements to those judgments and assumptions, are critical to an

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understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate.

Allowance for Loan Losses

        The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased or decreased by the provision for loan losses and decreased by charge offs less recoveries. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management's judgment, should be charged-off.

        The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers all other loans and is based on historical loss experience adjusted for general economic conditions and other qualitative factors by loan segment.

        Commercial lines of credit, construction loans, and commercial real estate loans are individually evaluated for impairment based upon a quarterly systematic review utilizing among other components our internal risk rating system, similar to those employed by banking regulators. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral or operations of collateral. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, are not separately identified for impairment disclosures.

        Loans which have been modified resulting in a concession, and which the borrower is experiencing financial difficulties, are considered troubled debt restructurings. Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan's effective rate at inception. If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses on loans individually identified as impaired.

        The general reserve component covers all non-impaired loans and is based on historical loss experience adjusted for qualitative factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years. This actual loss experience is supplemented with economic and other factors based on the risks present for each portfolio segment. These economic and other risk factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; seasoning of loans where the borrower had limited credit history at origination; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

        The degree of risk in residential real estate lending depends primarily on the loan amount in relation to collateral value, the interest rate and the borrower's ability to repay in an orderly fashion. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate that the borrowers' capacity to repay their obligations may be deteriorating. The classes identified by the Company in the

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residential real estate portfolio segment consist of residential first mortgages and residential second mortgages. Our residential first mortgages are further stratified by product and borrower characteristics.

        Adverse economic developments or an overbuilt market impact commercial real estate projects and may result in troubled loans. Trends in vacancy rates of commercial properties impact the credit quality of these loans. High vacancy rates reduce operating revenues and the ability for the properties to produce sufficient cash flow to service debt obligations. The classes identified by the Company in the commercial real estate portfolio segment consist of retail, multifamily, offices, hotels, industrial, gas stations, and other.

        The commercial lines of credit portfolio is comprised of loans to businesses such as sole proprietorships, partnerships, limited liability companies and corporations for the daily operating needs of the business. The risk characteristics of these loans vary based on the borrowers' business and industry as repayment is typically dependent on cash flows generated from the underlying business. These loans may be secured or unsecured. The classes identified by the Company in the commercial lines of credit portfolio segment consist of private banking loans and commercial & industrial ("C&I") lending.

        The construction loan portfolio is comprised of loans to builders and developers primarily for residential, commercial and mixed-use development. In addition to general commercial real estate risks, construction loans have additional risk of cost overruns, market deterioration during construction, lack of permanent financing and no operating history.

        The consumer loan portfolio is usually comprised of a large number of small loans, including automobile, marine, personal loans, credit cards, etc. Most loans are made directly for consumer purchases. Economic trends determined by unemployment rates and other key economic indicators are closely correlated to the credit quality of these loans. Weak economic trends indicate the borrowers' capacity to repay their obligations may be deteriorating. The Company has not identified any classes within the consumer portfolio segment.

Securities

        Securities generally must be classified as held to maturity, available for sale or trading. Held-to-maturity securities are principally debt securities that we have both the positive intent and ability to hold to maturity. Other securities, such as required investments in Federal Home Loan Bank stock are carried at cost. Trading securities are held primarily for sale in the near term to generate income. Securities that do not meet the definition of trading or held to maturity are classified as available for sale.

        The classification of investment securities is significant since it directly impacts the accounting for unrealized gains and losses on these securities. Unrealized gains and losses on trading securities flow directly through earnings during the periods in which they arise. Trading and available-for-sale securities are measured at fair value each reporting period. Unrealized gains and losses on available-for-sale securities are recorded as a separate component of shareholders' equity (accumulated other comprehensive income or loss) and do not affect earnings until realized or deemed to be other-than-temporary impairment, or OTTI. Investment securities that are classified as held to maturity are recorded at amortized cost, unless deemed to be OTTI.

        The fair value of securities is a critical accounting estimate. Changes in the fair value estimates that are likely to occur from period to period, or the use of different estimates that we could have reasonably used in the current period, could have a material impact on our financial position, results of operations or liquidity.

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Discussion and Analysis of Financial Condition

        The following sets forth a discussion and analysis of our financial condition as of the dates presented below.

        Loan Portfolio Composition.    The following table sets forth the composition of our loan portfolio by type of loan at the dates indicated.

 
  At September 30,   At December 31,  
 
  2017   2016   2015  
 
  Amount   %   Amount   %   Amount   %  
 
  (Dollars in thousands)
 

Real Estate:

                                     

Construction

  $ 182,972     8 % $ 146,600     7 % $ 74,573     5 %

1 - 4 family residential

    1,913,070     80 %   1,617,087     81 %   1,282,321     81 %

Commercial real estate

    243,474     10 %   201,394     10 %   193,637     12 %

Total real estate

    2,339,516     98 %   1,965,081     98 %   1,550,531     98 %

Commercial

    47,256     2 %   36,793     2 %   38,377     2 %

Consumer

    66     0 %   63     0 %   90     0 %

Total loans

    2,386,838     100 %   2,001,937     100 %   1,588,998     100 %

Deferred loan costs, net

    (3,456 )         (4,676 )         (2,212 )      

Allowance for loan losses

    (17,189 )         (14,822 )         (10,984 )      

Loans, net

  $ 2,366,193         $ 1,982,439         $ 1,575,802        

 

 
  At December 31,  
 
  2014   2013   2012  
 
  Amount   %   Amount   %   Amount   %  
 
  (Dollars in thousands)
 

Real Estate:

                                     

Construction

  $ 44,695     4 % $ 45,066     5 % $ 39,006     5 %

1 - 4 family residential

    886,393     77 %   659,123     73 %   512,185     67 %

Commercial real estate

    185,267     16 %   180,736     20 %   204,960     27 %

Total real estate

    1,116,355     97 %   884,925     98 %   756,151     99 %

Commercial

    32,354     3 %   15,786     2 %   10,783     1 %

Consumer

    146     0 %   213     0 %   271     0 %

Total loans

    1,148,855     100 %   900,924     100 %   767,205     100 %

Deferred loan costs, net

    (2,762 )         (2,407 )         (2,234 )      

Allowance for loan losses

    (10,015 )         (10,151 )         (9,875 )      

Loans, net

  $ 1,136,078         $ 888,366         $ 755,096        

        Loan Maturity.    The following table sets forth certain information at December 31, 2016 regarding the contractual maturity of our loan portfolio. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. The table does

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not include any estimate of prepayments that could significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below.

December 31, 2016
  1 - 4
Family
Residential
  Commercial
Real Estate
  Construction   Commercial   Consumer   Total  
 
  (in thousands)
 

Amounts due in:

                                     

One year or less

  $ 7,650   $ 22,497   $ 124,707   $ 29,968   $ 47   $ 184,869  

More than one to five years

    12,637     31,986     21,893     5,400     16     71,932  

More than five to ten years

    5,699     146,911         1,271         153,881  

More than ten years

    1,591,101             154         1,591,255  

Total

  $ 1,617,087   $ 201,394   $ 146,600   $ 36,793   $ 63   $ 2,001,937  

        The following table sets forth fixed and adjustable-rate loans at December 31, 2016 that are contractually due after December 31, 2017.

 
  Due After December 31, 2017  
 
  Fixed   Adjustable   Total  
 
  (In thousands)
 

Real Estate:

                   

1 - 4 family residential

  $ 9,086   $ 1,600,351   $ 1,609,437  

Commercial Real Estate

    11,454     167,443     178,897  

Construction

        21,893     21,893  

Commercial

    1,920     4,905     6,825  

Consumer

    16         16  

Total

  $ 22,476   $ 1,794,592   $ 1,817,068  

        The loan maturity dates set forth above include primarily adjustable rate loans. The table set forth below contains certain information with respect to the repricing dates included within our loan portfolio as of September 30, 2017:

September 30, 2017
  1 - 4
Family
Residential
  Commercial
Real Estate
  Construction   Commercial   Consumer   Total  
 
  (In thousands)
 

Amounts to adjust in:

                                     

Six months or less

  $ 254,772   $ 22,399   $ 182,972   $ 45,917   $   $ 506,060  

More than 6 months thru 12 months

    419,563     8,035                 427,598  

More than 12 months thru 24 months

    351,460     29,984                 381,444  

More than 24 months thru 36 months

    312,098     33,720                 345,818  

More than 36 months thru 60 months

    431,308     110,391                 541,699  

More than 60 months

    130,352     13,593                 143,945  

Fixed to Maturity

    13,517     25,352         1,339     66     40,274  

Total

  $ 1,913,070   $ 243,474   $ 182,972   $ 47,256   $ 66   $ 2,386,838  

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        At September 30, 2017, $238 million, or 10.1%, of our adjustable interest rate loans were at their interest rate floor.

        Delinquent Loans.    The following tables set forth our loan delinquencies, including nonaccrual loans, by type and amount at the dates indicated.

 
  September 30, 2017   December 31, 2016   December 31, 2015  
 
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
 
 
  (In thousands)
 

1 - 4 family residential

  $ 514   $   $ 813   $ 416   $ 398   $ 427   $ 163   $   $ 648  

Commercial Real Estate

            84             138             501  

Construction

                                      18  

Commercial

                    227                  

Consumer

                                     

Total delinquent loans

  $ 514   $   $ 897   $ 416   $ 625   $ 565   $ 163   $   $ 1,167  

 

 
  December 31, 2014   December 31, 2013   December 31, 2012  
 
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
  30 - 59
Days
Past Due
  60 - 89
Days
Past Due
  90 Days
or More
Past Due
 
 
  (In thousands)
 

1 - 4 family residential

  $ 280   $ 41   $ 476   $ 383   $ 130   $ 631   $ 381   $ 319   $ 1,204  

Commercial Real Estate

            1,035     789         1,242         1,232     3,274  

Construction

            132             155     4,866         2,119  

Commercial

                            151          

Consumer

                75             81     2     33  

Total delinquent loans

  $ 280   $ 41   $ 1,643   $ 1,247   $ 130   $ 2,028   $ 5,479   $ 1,553   $ 6,630  

Nonperforming Assets.

        Nonperforming assets include loans that are 90 or more days past due or on nonaccrual status, including troubled debt restructurings and real estate and other loan collateral acquired through foreclosure and repossession. Troubled debt restructurings include loans for economic or legal reasons related to the borrower's financial difficulties, for which we grant a concession to the borrower that we would not consider otherwise. Loans 90 days or greater past due may remain on an accrual basis if adequately collateralized and in the process of collection. At September 30, 2017 and December 31, 2016, we had $166 thousand and $155 thousand, respectively of accruing loans past due 90 days, which consisted primarily of government guaranteed and one troubled debt restructuring in nonaccrual with a balance of $84 thousand and $99 thousand, respectively. For nonaccrual loans, interest previously accrued but not collected is reversed and charged against income at the time a loan is placed on nonaccrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

        Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned until it is sold. When property is acquired, it is initially recorded at the fair value less costs to sell at the date of foreclosure, establishing a new cost basis. Holding costs and declines in fair value after acquisition of the property result in charges against income.

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        The following table sets forth information regarding our nonperforming assets at the dates indicated.

 
  At September 30,   At December 31,  
 
  2017   2016   2015   2014   2013   2012  
 
  (Dollars in thousands)
 

Nonaccrual loans:

                                     

1 - 4 family residential

  $ 647   $ 272   $ 512   $ 153   $ 260   $ 652  

Commercial Real Estate

    84     138     501     1,035     1,242     3,274  

Construction

                132     155     2,119  

Commercial

            18              

Consumer

                        33  

Total nonaccrual loans

    731     410     1,031     1,320     1,657     6,078  

Other real estate owned

            1,280     6     226     2,977  

Loans past due 90 days and still accruing

    166     155     136     323     371     552  

Troubled debt restructurings

    3,015     3,034     4,663     4,724     6,893     5,894  

Total nonperforming assets

  $ 3,912   $ 3,599   $ 7,110   $ 6,373   $ 9,147   $ 15,501  

Total loans

  $ 2,386,838   $ 2,001,937   $ 1,588,998   $ 1,148,855   $ 900,924   $ 767,205  

Total assets

  $ 2,635,920   $ 2,163,601   $ 1,712,008   $ 1,241,963   $ 983,982   $ 862,997  

Total nonaccrual loans to total loans

    0.03 %   0.02 %   0.06 %   0.11 %   0.18 %   0.79 %

Total nonperforming assets to total assets

    0.15 %   0.17 %   0.42 %   0.51 %   0.93 %   1.80 %

(1)
Loans are presented before the allowance for loan losses and exclude deferred fees/costs.

Allowance for Loan Losses.

        Please see "—Critical Accounting Policies and Estimates—Allowance for Loan Losses" for additional discussion of our allowance policy.

        The allowance for loan losses is maintained at levels considered adequate by management to provide for probable loan losses inherent in the loan portfolio as of the consolidated balance sheet reporting dates. The allowance for loan losses is based on management's assessment of various factors affecting the loan portfolio, including portfolio composition, delinquent and nonaccrual loans, national and local business conditions and loss experience and an overall evaluation of the quality of the underlying collateral.

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        The following table sets forth activity in our allowance for loan losses for the periods indicated.

 
  Nine Months Ended
September 30,
  Year Ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012  
 
  (Dollars in thousands)
 

Allowance at beginning of period

  $ 14,822   $ 10,984   $ 10,984   $ 10,015   $ 10,151   $ 9,875   $ 11,966  

Provision for loan losses

    2,100     (528 )   1,280     525     (1,400 )   (700 )   7,170  

Charge offs:

                                           

1-4 family residential

        (19 )   (24 )   (90 )   (184 )   (274 )   (1,054 )

Commercial Real Estate

                (86 )       (107 )   (8,089 )

Construction

                        (50 )   (1,400 )

Commercial

                             

Consumer

                        (2 )   (11 )

Total charge offs

        (19 )   (24 )   (176 )   (184 )   (433 )   (10,554 )

Recoveries:

                                           

1-4 family residential

    43     110     117     61     61     122     110  

Commercial Real Estate

    118     1,882     2,153     423     1,049     407     888  

Construction

    105     277     310     84     198     800     69  

Commercial

                  50     100     53     182  

Consumer

    1     1     2     2     40     27     44