الإحصائيات الأساسية
| CIK | 1645070 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sterling Check Corp.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40829 Sterling Check Corp. (Exact name of registrant as specified in it |
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| November 8, 2024 |
STER / Sterling Check Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Sterling Check Corp (Name of Issuer) Common Stock (Title of Class of Securities) 85917T109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| November 8, 2024 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Sterling Check Corp is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) un |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 S-8 POS As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. |
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| October 31, 2024 |
AMENDED AND RESTATED STERLING CHECK CORP. ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS of STERLING CHECK CORP. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of Corporation Service Company, at 251 Little Falls Drive, Wilmington, Delaware, and said corporation shall be the registered agent of this corporation (the “Corporation”) in charge thereof. SECTION 2. OTHER OFFICES. |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 S-8 POS As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 S-8 POS As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 STERLING CHECK CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40829 37-1784336 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 31, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION STERLING CHECK CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of STERLING CHECK CORP. FIRST. The name of the corporation is Sterling Check Corp. (the “Corporation”). SECOND. The registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808, and the name of the Corporation’s registered agent at such address is Corporation Ser |
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| October 31, 2024 |
As filed with the Securities and Exchange Commission on October 31, 2024 As filed with the Securities and Exchange Commission on October 31, 2024 Registration No. |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 STERLING CHECK CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40829 37-1784336 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 STERLING CHECK CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40829 37-1784336 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 22, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on October 22, 2024: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| October 22, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on October 22, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: October 22, 2024 The following email was sent to applicable employees of Sterling Check Corp. on October 22, 2024: Subject Line: DON’T MISS OUT: Make Your Sterling Equity Award Election Today ERNA No Offer or Solicitation This communicatio |
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| October 21, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 STERLING CHECK CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40829 37-1784336 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 STERLING CHECK CORP. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40829 37-1784336 (State or Other Jurisdiction of Incorporation) (Commission F |
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| October 21, 2024 |
Exhibit 99.1 First Advantage and Sterling Announce Election Deadline for Sterling Stockholders to Elect Merger Consideration ATLANTA and INDEPENDENCE, Ohio, October 21, 2024 — First Advantage Corporation (NASDAQ:FA) and Sterling Check Corp. (NASDAQ:STER) today announced that the deadline for (i) record holders of vested shares of Sterling common stock and (ii) eligible holders of Sterling common s |
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| October 10, 2024 |
STER / Sterling Check Corp. / Laird Melanie - SC 13G/A Passive Investment SC 13G/A 1 ef20037094sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sterling Check Corp. (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) 85917T 109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| September 6, 2024 |
Equity Award Election Override Notice Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Equity Award Election Override Notice On February 28, 2024, Sterling Check Corp. (Sterling), First Advantage Corporation ( |
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| September 6, 2024 |
Equity Award Election Override Notice Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Equity Award Election Override Notice On February 28, 2024, Sterling Check Corp. (Sterling), First Advantage Corporation ( |
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| September 6, 2024 |
Equity Award Election Override Notice Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Equity Award Election Override Notice On February 28, 2024, Sterling Check Corp. (Sterling), First Advantage Corporation ( |
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| September 6, 2024 |
Equity Award Election Override Notice Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Equity Award Election Override Notice On February 28, 2024, Sterling Check Corp. (Sterling), First Advantage Corporation ( |
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| September 6, 2024 |
Equity Award Election Override Notice Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Equity Award Election Override Notice On February 28, 2024, Sterling Check Corp. (Sterling), First Advantage Corporation ( |
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| September 6, 2024 |
Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: September 5, 2024 The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Starting today, you can elect the percentage mix of stock consideration and/or cash consideration you’d like to receive in |
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| September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| September 5, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on September 5, 2024: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| September 5, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission |
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| September 5, 2024 |
Exhibit 99.1 ELECTION FORM Mailing date: September 5, 2024 FOR HOLDERS OF SHARES OF COMMON STOCK OF STERLING CHECK CORP. (“STERLING”) IN CONNECTION WITH STERLING’S ACQUISITION BY FIRST ADVANTAGE CORPORATION (“FIRST ADVANTAGE”) Please read and follow the accompanying instructions carefully and deliver to: If delivering by hand, express mail, courier, or other expedited service: Equiniti Trust Compa |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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| September 5, 2024 |
Equity Award Election Override Notice Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No. |
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| August 30, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: August 29, 2024 The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: The following brochure was included in the email sent to applicable employees of Sterling Check Corp. on August 29, 2024: No O |
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| August 30, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: August 29, 2024 The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: The following brochure was included in the email sent to applicable employees of Sterling Check Corp. on August 29, 2024: No O |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 30, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Commission File No.: 333- 278992 Subject Company: Sterling Check Corp. Commission File No.: 001-40829 Date: August 29, 2024 The following brochure was sent via email to applicable employees of Sterling Check Corp. on August 29, 2024: |
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| August 30, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: August 29, 2024 The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: The following brochure was included in the email sent to applicable employees of Sterling Check Corp. on August 29, 2024: No O |
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| August 30, 2024 |
The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: August 29, 2024 The following email was sent to applicable employees of Sterling Check Corp. on August 29, 2024: The following brochure was included in the email sent to applicable employees of Sterling Check Corp. on August 29, 2024: No O |
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| August 8, 2024 |
Offer Letter dated as of May 31, 2024 by and between Richard Dziadzio and Sterling Infosystems, Inc. Exhibit 10.2 05/31/2024 Richard Dziadzio c/o [email protected] Dear Richard, It is a pleasure to offer you the position of Interim EVP, Chief Financial Officer with Sterling Check Corp. In this role, you will report to Josh Peirez, Chief Executive Officer. Your anticipated start date in this new position will be June 5, 2024. For this role you will work remotely from your home in Florida. Your to |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 8, 2024 |
Exhibit 10.3 STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE Sterling Check Corp. a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Shares of Restricted Stock set forth below. The Restricted Stock is subje |
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| August 8, 2024 |
Exhibit 99.1 Sterling Reports Second Quarter 2024 Results Accelerated revenue growth including improvement in Organic Growth from New Business, Up/Cross-Sell, and Client Retention OHIO, August 8, 2024 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading global provider of technology-enabled background and identity verification services, today announced fina |
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| June 12, 2024 |
The following email was sent to employee shareholders of Sterling Check Corp. on June 12, 2024: Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No.: 001- 40829 Date: June 12, 2024 The following email was sent to employee shareholders of Sterling Check Corp. on June 12, 2024: No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute, or |
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| June 11, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Sterling Check Cor |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2024 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 22, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| May 9, 2024 |
Exhibit 99.1 Sterling Reports First Quarter 2024 Results Strong Revenue Results, including Organic Growth from New Business, Up/Cross-Sell, and Customer Attrition OHIO, May 9, 2024 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading global provider of technology-enabled background and identity verification services, today announced financial results for th |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| May 9, 2024 |
Exhibit 2.2 EXECUTION VERSION WAIVER This waiver is entered into as of March 25, 2024, by and among First Advantage Corporation, a Delaware corporation (“Parent”), Starter Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”), and Sterling Check Corp., a Delaware corporation (the “Company”). Reference is made to that certain Agreement and Plan o |
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| April 9, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| March 7, 2024 |
As filed with the Securities and Exchange Commission on March 7, 2024. As filed with the Securities and Exchange Commission on March 7, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 37-1784336 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| March 7, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Sterling Check Corp. |
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| March 6, 2024 |
Sterling Check Corp. Non-Employee Director Compensation Policy Exhibit 10.4 Sterling Check Corp. Non-Employee Director Compensation Policy (Adopted September 22, 2021 Amended January 1, 2024) Purpose The purpose of this Non-Employee Director Compensation Policy (this “Policy”) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the “Board”) of Sterling Ultimate Parent Corp. (the “Company”) in a manner that alig |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40829 Sterlin |
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| March 6, 2024 |
Sterling Check Corp. Clawback Policy, Effective October 2, 2023. Exhibit 97.1 FINAL STERLING CHECK CORP. CLAWBACK POLICY (Adopted September 27, 2023) 1.Purpose. This Policy provides for the recoupment of certain executive compensation in the event of an Accounting Restatement and is designed to comply with, and will be interpreted to be consistent with, the Applicable Rules. 2.Definitions. a.“Accounting Restatement” means an accounting restatement by the Compan |
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| March 6, 2024 |
List of Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Sterling Check Corp. Name of Subsidiary Jurisdiction of Incorporation / Formation RISQ Group Holdings Pty Ltd. Australia Sterling (EMEA) Ltd. United Kingdom Sterling Asia Pacific Pty Ltd. Australia (d/b/a Sterling RISQ) Sterling Backcheck Canada Corp. Canada (British Columbia) (d/b/a Sterling Backcheck) Sterling Infosystems Inc. Delaware (d/b/a Sterling; Sterling Volun |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 1, 2024 |
Exhibit 10.1 EXECUTION VERSION SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 28, 2024, is made by and among First Advantage Corporation, a Delaware corporation (“Parent”), Sterling Check Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholde |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 1, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FIRST ADVANTAGE CORPORATION, STERLING CHECK CORP., and STARTER MERGER SUB, INC. dated as of February 28, 2024 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Terms Defined Elsewhere 16 ARTICLE II THE MERGER 18 Section 2.1. The Merger 18 Section 2.2. The Closing 18 Section 2.3. Eff |
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| February 29, 2024 |
Exhibit 99.1 Sterling Reports Fourth Quarter and Full Year 2023 Results Successful Execution on 2023 Goals and Long-Term Strategy Early Realization of $25M Annualized Cost Savings Target Separately Announces Transaction with First Advantage; Cancels Q4 2023 Earnings Conference Call OHIO, February 29, 2024 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading |
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| February 29, 2024 |
On February 29, 2024, First Advantage Corporation published the following post on LinkedIn: Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
TO: All First Advantage Team Members Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 First Advantage Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-31666 84-3884690 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 Social Media Posts Relating to the Signing of the First Advantage Corporation Merger Agreement No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute, o |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following email was sent by Joshua Peirez, the Chief Executive Officer of Sterling Check Corp., to vendors of Sterling Check Corp., on February 29, 2024: Subject: A Business Update from Sterling We are pleased to let yo |
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| February 29, 2024 |
Supplemental Information, dated February 29, 2024. Exhibit 99.3 |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission |
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| February 29, 2024 |
TO: All First Advantage Managed Accounts (Top 600 Americas, Top 20 International) Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following email was sent by Joshua Peirez, the Chief Executive Officer of Sterling Check Corp., to clients of Sterling Check Corp., on February 29, 2024: Subject: A Business Update from Sterling We are pleased to let yo |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following FAQ was made available to employees of Sterling Check Corp. on February 29, 2024: Q: Do I still have a job? A: Yes, you are still an employee of Sterling and expected to deliver the same outstanding service an |
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| February 29, 2024 |
First Advantage to Acquire Sterling Check Corp. for $2.2 Billion in Cash and Stock Exhibit 99.2 First Advantage to Acquire Sterling Check Corp. for $2.2 Billion in Cash and Stock • Extends First Advantage’s high-quality and cost-effective background screening, identity, and verification technology solutions for the benefit of both companies’ customers across industry verticals and geographies • Enables increased investment in Artificial Intelligence and next-generation Digital I |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following message was sent to analysts who cover Sterling Check Corp. on February 29, 2024: Subject: Sterling to Combine with First Advantage We are pleased to let you know that Sterling has entered into a definitive ag |
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| February 29, 2024 |
FA Employee Video Script Transcript Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission |
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| February 29, 2024 |
First Advantage Q4 2023 Earnings Call Transcript February 29, 2024 Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following email was sent by Joshua Peirez, the Chief Executive Officer of Sterling Check Corp., to employees of Sterling Check Corp., on February 29, 2024: Team Sterling, Today is an exciting day in our company’s histor |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following FAQ was made available to clients of Sterling Check Corp. on February 29, 2024: 1. What was announced? • Sterling has entered into an agreement to combine with First Advantage to bring our companies together t |
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| February 29, 2024 |
Filed by: Sterling Check Corp. Filed by: Sterling Check Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. Commission File No. 001-40829 Date: February 29, 2024 The following FAQ was made available to vendors of Sterling Check Corp. on February 29, 2024: 1. What was announced? • Sterling has entered into an agreement to combine with First Advantage to bring our companies together t |
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| February 29, 2024 |
Filed by First Advantage Corporation pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sterling Check Corp. |
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| February 9, 2024 |
STER / Sterling Check Corp. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sterling Check Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 85917T109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission |
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| December 14, 2023 |
Sterling Appoints Jagtar Narula to its Board of Directors Global Finance and Strategy Leader to Serve as Member of the Board and Audit Committee INDEPENDENCE, OH (DECEMBER 14, 2023) — Sterling Check Corp. |
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| November 8, 2023 |
Exhibit 99.1 Sterling Reports Third Quarter 2023 Results Continued Execution Towards 2023 Goals and Long-Term Strategy OHIO, November 8, 2023 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading global provider of technology-enabled background and identity verification services, today announced financial results for the third quarter ended September 30, 202 |
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| November 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2023 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission F |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check C |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission F |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2023 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 001-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission |
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| August 8, 2023 |
Exhibit 99.1 Sterling Reports Second Quarter 2023 Results Continued Successful Execution Towards 2023 Goals and Long-Term Strategy Extended Exclusive Partnership with ID.me Through 2028, Continuing Our Focus on Expanding Identity Verification Solutions OHIO, August 8, 2023 (GLOBENEWSWIRE) – Sterling Check Corp. (NASDAQ: STER) (“Sterling” or “the Company”) a leading global provider of technology-en |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File |
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| August 8, 2023 |
Exhibit 10.1 STERLING CHECK CORP. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I INTRODUCTION 1.1Purpose. The Sterling Check Corp. Employee Stock Purchase Plan is intended to provide a method whereby Eligible Employees of Sterling Check Corp. and its Designated Subsidiaries will have an opportunity to purchase shares of Common Stock through accumulated payroll deductions. 1.2Qualification. It is the inten |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| June 29, 2023 |
Sterling Appoints Independent Director Kristin Johnsen to its Board of Directors Global Business Leader to Serve as a Member of the Board, Audit Committee and Nominating & Corporate Governance Committee INDEPENDENCE, OH (JUNE 29, 2023) — Sterling Check Corp. |
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| June 9, 2023 |
Exhibit 10.1 Execution Version SHARE REPURCHASE AGREEMENT JUNE 5, 2023 By and between STERLING CHECK CORP. and BROAD STREET PRINCIPAL INVESTMENTS, L.L.C CONTENTS Page 1. REPURCHASE 1 2. REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER 2 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 4. CONDITIONS TO CLOSING 3 5. MISCELLANEOUS 3 SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMEN |
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| June 9, 2023 |
Exhibit 1.1 Execution Version Sterling Check Corp. Common Stock par value $0.01 per share Underwriting Agreement June 7, 2023 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue New Y |
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| June 9, 2023 |
8,000,000 Shares Sterling Check Corp. Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-268996 PROSPECTUS SUPPLEMENT (To Prospectus dated January 24, 2023) 8,000,000 Shares Sterling Check Corp. Common Stock The selling stockholders identified in this prospectus supplement are offering 8,000,000 shares of common stock of Sterling Check Corp. We are not selling any shares of common stock in this offering, and will not receive any |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| June 6, 2023 |
Subject to Completion. Dated June 6, 2023. Filed Pursuant to Rule 424(b)(3) Registration No. 333-268996 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to C |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 9, 2023 |
Sterling Reports First Quarter 2023 Results with Successful Execution Towards 2023 Goals and Long-Term Strategy Reaffirming 2023 Full Year Guidance for Revenues, Adjusted EBITDA and Adjusted Net Income NEW YORK, May 9, 2023 (GLOBENEWSWIRE) – Sterling Check Corp. |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 18, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| March 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| March 3, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Sterling Check Corp. |
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| March 3, 2023 |
As filed with the Securities and Exchange Commission on March 3, 2023. As filed with the Securities and Exchange Commission on March 3, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 37-1784336 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| March 2, 2023 |
exhibit1019retcashawardj Retention Bonus Letter – December 2022 31972680.v2 Sterling Check Corp. 1 State Street Plaza New York, NY 10004 Joshua Peirez c/o Sterling Check Corp. 1 State Street Plaza New York, NY 10004 December 21, 2022 Dear Joshua: In recognition of your contributions to Sterling Check Corp. (the “Company”), the Company has approved a special bonus for you in the amount of $1,100,00 |
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| March 2, 2023 |
Exhibit 10.11 US Senior Executive Section 16 Form STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE1 Sterling Check Corp. a Delaware corporation (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Shares of Restricted Stock set fort |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| March 2, 2023 |
Sterling Reports Fourth Quarter and Full Year 2022 Results New company records for annual Revenue, GAAP Net Income, Adjusted EBITDA, and Adjusted Net Income Enhanced capital structure through a debt refinancing with a new 5-year, $700 million credit facility Announced two acquisitions since year end: Latin America-based Socrates and U. |
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| March 2, 2023 |
List of Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Sterling Check Corp. Name of Subsidiary Jurisdiction of Incorporation / Formation RISQ Group Holdings Pty Ltd. Australia Sterling (EMEA) Ltd. United Kingdom Sterling Asia Pacific Pty Ltd. Australia (d/b/a Sterling RISQ) Sterling Backcheck Canada Corp. Canada (British Columbia) (d/b/a Sterling Backcheck) Sterling Infosystems Inc. Delaware (d/b/a Sterling; Sterling Volun |
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| March 2, 2023 |
exhibit1023retcashawardp Retention Bonus Letter – December 2022 31974223.v1 Sterling Check Corp. 1 State Street Plaza New York, NY 10004 Peter Walker c/o Sterling Check Corp. 1 State Street Plaza New York, NY 10004 December 21, 2022 Dear Peter: In recognition of your contributions to Sterling Check Corp. (the “Company”), the Company has approved a special bonus for you in the amount of $400,000 (t |
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| February 6, 2023 |
STER / Sterling Check Corp / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sterling Check Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 85917T109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| January 20, 2023 |
As filed with the Securities and Exchange Commission on January 20, 2023 As filed with the Securities and Exchange Commission on January 20, 2023 Registration No. |
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| January 20, 2023 |
STERLING CHECK CORP. 1 State Street Plaza 24th Floor New York, New York 10004 CORRESP 1 filename1.htm STERLING CHECK CORP. 1 State Street Plaza 24th Floor New York, New York 10004 January 20, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Check Corp. Registration Statement on Form S-3 File No. 333-268996 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act |
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| January 9, 2023 |
Sincerely, /s/ Andrew B. Barkan Andrew B. Barkan CORRESP 1 filename1.htm FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Direct Line: (212) 859-8468 Fax: (212) 859-4000 [email protected] January 9, 2023 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Check Corp. Registration Statement on Form S-3 Filed December 23, 2022 File No. 333-268996 C |
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| December 23, 2022 |
EX-FILING FEES 2 exhibit107-sx3.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Sterling Check Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Of |
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| December 23, 2022 |
As filed with the Securities and Exchange Commission on December 23, 2022 As filed with the Securities and Exchange Commission on December 23, 2022 Registration No. |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 30, 2022 |
Exhibit 99.1 Sterling Announces New $700 Million Credit Facility and $100 Million Share Repurchase Program Credit facility enhances capital structure and financial flexibility while reducing interest expense Share repurchase program expands capital allocation optionality and is expected to be funded through existing cash and future free cash flow New York, NY (November 30, 2022) ? Sterling Check C |
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| November 30, 2022 |
Exhibit 10.1 CUSIPs: 85935CAD6; 85935CAE4; 85935CAF1 EXECUTION VERSION CREDIT AGREEMENT Dated as of November 29, 2022, among STERLING INTERMEDIATE CORP., as Parent, STERLING INFOSYSTEMS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HE |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 9, 2022 |
Sterling Reports Third Quarter 2022 Results Third Quarter 2022 Revenue Growth of 17. |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check C |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| August 9, 2022 |
Sterling Reports Record Second Quarter 2022 Results Second Quarter 2022 Revenue Growth of 29. |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File |
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| June 21, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 10, 2022 |
Sterling Reports Record First Quarter 2022 Results First Quarter 2022 Revenue Growth of 37. |
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| May 10, 2022 |
Exhibit 10.1 EXECUTION VERSION WAIVER UNDER AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT THIS WAIVER UNDER AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT (this ?Waiver?) is entered into as of April 8, 2022, by and among Sterling Check Corp., a corporation organized under the laws of the State of Delaware (the ?Company?), William Greenblatt, an individual, The Brandon T. Greenblatt 2015 Trust, a trus |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40829 Sterling Check Corp. |
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| April 29, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ?? ? ? Preliminary Proxy Statement ? ? ?? ? ? Confidential, for Use of the Commission |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D |
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| March 17, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Sterling Check Corp. |
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| March 17, 2022 |
As filed with the Securities and Exchange Commission on March 17, 2022. As filed with the Securities and Exchange Commission on March 17, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 37-1784336 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| March 16, 2022 |
Exhibit 10.33 AMENDMENT TO SEVERANCE AGREEMENT THIS AMENDMENT (the ?Amendment?) is entered into as of August 19, 2021 by and between Sterling InfoSystems, Inc., a Delaware corporation (the ?Company?) and Steven Barnett (the ?Executive?) (each of the Executive and the Company, a ?Party? and collectively, the ?Parties?). WHEREAS, the Executive is party to that certain severance letter agreement exec |
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| March 16, 2022 |
Exhibit 4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of the date of the Annual Report on Form 10-K of which this Exhibit 4.2 is a part, Sterling Check Corp., a Delaware corporation, has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): its common stock, par value |
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| March 16, 2022 |
Exhibit 10.32 December , 2015 Steven Barnett [Address Redacted] Re: Severance Agreement Dear Steven: This letter, upon your signature, will constitute the Severance Agreement (?Agreement?) between you and Sterling Infosystems, Inc. (together with its affiliates, the ?Company?) reflecting your eligibility for severance payments in the event of your separation from the Company under certain conditio |
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| March 16, 2022 |
Exhibit 10.34 November 30, 2021 Robyn Price Stonehill Re: Severance Agreement Dear Robyn, This letter (the ?Agreement?) between you and Sterling Infosystems, Inc. (together with its affiliates, the ?Company?) reflects your eligibility for severance payments in the event of your separation from the Company under certain conditions. This Agreement shall become effective as of the date of the Company |
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| March 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission File N |
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| March 2, 2022 |
Sterling Reports Record Fourth Quarter and Full Year 2021 Results Fourth Quarter 2021 Revenue Growth of 35. |
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| February 14, 2022 |
STER / Sterling Check Corp / Cummings Ross M - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 10, 2021 |
Exhibit 99.1 Sterling Reports Third Quarter 2021 Results Delivers Revenue Growth of 44.2%; Organic Constant Currency Revenue Growth of 43.2% Company Provides Guidance for Full Year 2021 NEW YORK, November 10, 2021 (GLOBENEWSWIRE) ? Sterling Check Corp. (NASDAQ: STER) (?Sterling? or ?the Company?) a leading global provider of technology-enabled background and identity verification services, today a |
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| November 10, 2021 |
Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT AMONG STERLING CHECK CORP., THE FOUNDER STOCKHOLDERS, THE GS STOCKHOLDERS AND THE OTHER STOCKHOLDERS PARTY HERETO DATED: SEPTEMBER 22, 2021 AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT is entered into as of September 22, 2021, by and among Sterling Check Corp. (formerly known as Sterling Ult |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4082 |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission Fi |
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| September 27, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STERLING CHECK CORP. * * * * * Sterling Check Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: (a) The Corporation (i) filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 4, 2015 under the na |
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| September 27, 2021 |
Exhibit 10.2 Sterling Check Corp. Non-Employee Director Compensation Policy (Adopted September 22, 2021) Purpose The purpose of this Non-Employee Director Compensation Policy (this ?Policy?) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the ?Board?) of Sterling Ultimate Parent Corp. (the ?Company?) in a manner that aligns their interests with |
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| September 27, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF STERLING CHECK CORP. (Effective September 22, 2021) ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Sterling Check Corp. (the ?Corporation?) shall be as set forth in the Certificate (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may chang |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2021 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 1-40829 37-1784336 (State or other jurisdiction of incorporation) (Commission F |
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| September 24, 2021 |
14,285,000 Shares Sterling Check Corp. Common Stock 424B4 1 d174750d424b4.htm 424B4 Table of Contents File pursuant to Rule 424(b)(4) Registration No. 333-259113 PROSPECTUS 14,285,000 Shares Sterling Check Corp. Common Stock This is the initial public offering of Sterling Check Corp. We are selling 4,760,000 shares of our common stock and the selling stockholders identified in this prospectus are offering 9,525,000 shares of our common stock. We wi |
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| September 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STERLING CHECK CORP. (Exact name of registrant as specified in its charter) Delaware 37-1784336 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 |
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| September 22, 2021 |
As filed with the Securities and Exchange Commission on September 22, 2021. As filed with the Securities and Exchange Commission on September 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sterling Check Corp. (Exact name of registrant as specified in its charter) Delaware 37-1784336 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| September 22, 2021 |
Consent of Arthur J. Rubado III Exhibit 99.1 Consent of Director Nominee of Sterling Check Corp. I hereby consent to being identified as a director nominee in the Registration Statement on Form S-8 of Sterling Check Corp. and all amendments and supplements thereto or in documents incorporated by reference into any of the foregoing, and to all references to me in connection therewith and to the filing of this consent as an exhibi |
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| September 20, 2021 |
STERLING CHECK CORP. 1 State Street Plaza 24th Floor New York, New York 10004 STERLING CHECK CORP. 1 State Street Plaza 24th Floor New York, New York 10004 September 20, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela Long Re: Sterling Check Corp. Registration Statement on Form S-1 File No. 333-259113 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act |
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| September 20, 2021 |
[Remainder of Page Intentionally Left Blank] VIA EDGAR September 20, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela Long Re: Sterling Check Corp. Registration Statement on Form S-1 File No. 333-259113 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Goldman Sachs & Co. LLC, J.P. Morgan Securitie |
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| September 13, 2021 |
Exhibit 10.13 STERLING CHECK CORP. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I INTRODUCTION 1.1 Purpose. The Sterling Check Corp. Employee Stock Purchase Plan is intended to provide a method whereby Eligible Employees of Sterling Check Corp. and its Designated Subsidiaries will have an opportunity to purchase shares of Common Stock through accumulated payroll deductions. 1.2 Qualification. It is the in |
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| September 13, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STERLING CHECK CORP. * * * * * Sterling Check Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify as follows: (a) The Corporation (i) filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 4, 2015 under the na |
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| September 13, 2021 |
Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021 Registration No. |
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| September 13, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF STERLING CHECK CORP. (Effective [?], 2021) ARTICLE I Offices SECTION 1.01 Registered Office. The registered office and registered agent of Sterling Check Corp. (the ?Corporation?) shall be as set forth in the Certificate (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Cor |
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| September 13, 2021 |
Exhibit 10.12 STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN (Effective August 4, 2021) 1. Purpose. The purpose of the Plan is to assist the Company to attract, retain, and motivate officers and employees of, consultants to, and non-employee directors providing services to, the Company and its Subsidiaries and to promote the success of the Company?s business by providing such participating indiv |
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| September 13, 2021 |
Specimen Common Stock Certificate of Sterling Check Corp. Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARESEE REVERSE SIDE FOR CERTAIN DEFINITIONSCUSIP 85917T 10 9THIS CERTIFIES THATis the owner ofFULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OFSTERLING CHECK CORP. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificat |
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| September 13, 2021 |
Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT AMONG STERLING CHECK CORP., THE FOUNDER STOCKHOLDERS, THE GS STOCKHOLDERS AND THE OTHER STOCKHOLDERS PARTY HERETO DATED: [] [], 2021 AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT is entered into as of [] [], 2021, by and among Sterling Check Corp. (formerly known as Sterling Ultimate Parent C |
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| September 13, 2021 |
List of Subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries of Sterling Check Corp. Name of Subsidiary Jurisdiction of Incorporation / Formation RISQ Group Holdings Pty Ltd. Australia Sterling (EMEA) Ltd. United Kingdom Sterling Asia Pacific Pty Ltd. (d/b/a Sterling RISQ) Australia Sterling Backcheck Canada Corp. (d/b/a Sterling Backcheck) Canada (British Columbia) Sterling Infosystems Inc. (d/b/a Sterling; Sterling Volunteers) De |
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| September 13, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Sterling Check Corp. Common Stock par value $0.01 per share Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o J.P. Morgan Securities LLC 383 Madison Avenue N |
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| September 8, 2021 |
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 Andrew. |
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| September 7, 2021 |
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] CORRESP 1 filename1.htm [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 [email protected] September 7, 2021 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Check Corp. (formerly Sterling Ultimate Parent Corp.) Registration Statement |
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| September 7, 2021 |
CORRESP 1 filename1.htm [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 [email protected] September 7, 2021 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Check Corp. (formerly Sterling Ultimate Parent Corp.) Registration Statement |
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| August 27, 2021 |
Offer Letter dated as of January 28, 2016, by and between Lou Paglia and Sterling Infosystems, Inc. Exhibit 10.28 January 28, 2016 Louis Paglia 105 Flying Hills Circle Cary, NC 27513 Dear Louis, It is a pleasure to welcome you, and to formally conditionally offer you the position of EVP, SterlingBackcheck Ventures. In this position, you will be part of the Executive Committee and you will report to Todd Owens, Chief Operating Officer. Your anticipated start date in this new position will be Janu |
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| August 27, 2021 |
Exhibit 10.19 DIRECTOR FORM STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT NOTICE Sterling Check Corp. a Delaware corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Option representing the right to pu |
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| August 27, 2021 |
Exhibit 10.10 SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS SIXTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Sixth Amendment?) is dated as of August 11, 2021 (the ?Sixth Amendment Effective Date?) and is entered into by and among Sterling Infosystems, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the Subsidiary Guarantor |
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| August 27, 2021 |
Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan. Exhibit 10.14 STERLING ULTIMATE PARENT CORP. 2015 LONG-TERM EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of this plan is the Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan (the ?Plan?). The purpose of the Plan is to enable the Company and its Related Companies and Subsidiaries (each as hereinafter defined) to attract, retain and reward employees, directors and Co |
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| August 27, 2021 |
EX-10.21 19 d174750dex1021.htm EX-10.21 Exhibit 10.21 No. STERLING ULTIMATE PARENT CORP. 2015 LONG-TERM EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into as of the Grant Date (as defined below), by and between (the “Participant”) and STERLING ULTIMATE PARENT CORP., a Delaware corporation (or any successor corporation) (the “Company”). WITNESSETH: WHEREAS, the |
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| August 27, 2021 |
Exhibit 10.4 SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Second Amendment?) is dated as of July 27, 2016 (the ?Second Amendment Effective Date?) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the Subsidiary Guara |
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| August 27, 2021 |
Exhibit 10.3 EXECUTION VERSION FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Amendment?) is dated as of January 27, 2016 and is entered into by and among Sterling Midco Holdings, Inc, a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the Subsidiary Guarantors, KeyBank National Assoc |
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| August 27, 2021 |
CORRESP 1 filename1.htm [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 [email protected] August 27, 2021 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Check Corp. (formerly Sterling Ultimate Parent Corp.) Amendment No. 2 to Draft |
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| August 27, 2021 |
Exhibit 10.6 EXECUTION VERSION THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Third Amendment?) is dated as of March 24, 2017 (the ?Third Amendment Effective Date?) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the S |
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| August 27, 2021 |
Exhibit 10.7 EXECUTION VERSION FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Fourth Amendment?) is dated as of June 30, 2017 (the ?Fourth Amendment Effective Date?) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), th |
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| August 27, 2021 |
Exhibit 10.18 US Senior Executive Form STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION GRANT NOTICE1 Sterling Check Corp. a Delaware corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Options (each Option representing the |
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| August 27, 2021 |
Exhibit 10.2 EXECUTION VERSION PUBLISHED DEAL CUSIP NO. 85940XAA9 PUBLISHED FIRST LIEN TERM LOAN CUSIP NO. 85940CAC5 PUBLISHED REVOLVING LOAN CUSIP NO. 85940XAB7 FIRST LIEN CREDIT AGREEMENT Dated as of June 19, 2015, Among STERLING INTERMEDIATE CORP., as Parent, STERLING MERGER SUB CORP. and following the consummation of the Acquisition, STERLING MIDCO HOLDINGS, INC. (f/k/a STERLING HOLDINGS ULTIM |
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| August 27, 2021 |
Exhibit 10.26 Peter Walker 7 West 21st Street Apt. 1905 New York, NY 10010 05/15/2019 RE: Severance Agreement Dear Peter, This letter, upon your signature, will constitute the Severance Agreement (?Agreement?) between you and Sterling Infosystems, Inc. (together with its affiliates, the ?Company?) reflecting your eligibility for severance payments in the event of your separation from the Company u |
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| August 27, 2021 |
Exhibit 10.5 AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS AMENDMENT TO SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Amendment?) is dated as of January 23, 2017 and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?) and KeyBank National Association as the administrative agent (in such capacity, the ?Administrative Agent |
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| August 27, 2021 |
Second Amendment to the Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan. Exhibit 10.16 Second Amendment to Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan WHEREAS, Sterling Ultimate Parent Corp., a Delaware corporation (the ?Company?) maintains the Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan (the ?Plan?). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan; WHEREAS, Section |
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| August 27, 2021 |
Exhibit 10.8 FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT THIS FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this ?Fifth Amendment?) is dated as of October 5, 2017 (the ?Fifth Amendment Effective Date?) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the Subsidiary Guarant |
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| August 27, 2021 |
Exhibit 10.9 SUCCESSOR BORROWER ASSUMPTION AND REAFFIRMATION AGREEMENT THIS SUCESSOR BORROWER ASSUMPTION AND REAFFIRMATION AGREEMENT (this ?Agreement?) is dated as of December 31, 2017 (the ?Effective Date?) and is entered into by and among Sterling Midco Holdings, Inc., a Delaware corporation (the ?Borrower?), Sterling Intermediate Corp., a Delaware corporation (?Holdings?), the Subsidiary Guaran |
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| August 27, 2021 |
Exhibit 10.17 US Senior Executive Form STERLING CHECK CORP. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK GRANT NOTICE1 Sterling Check Corp. a Delaware corporation (the ?Company?), pursuant to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the ?Plan?), hereby grants to the Participant set forth below the number of Shares of Restricted Stock set forth below. Th |
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| August 27, 2021 |
Consent of Arthur J. Rubado III. Exhibit 99.1 Consent of Director Nominee of Sterling Ultimate Parent Corp. I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Sterling Ultimate Parent Corp. and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this c |
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| August 27, 2021 |
Exhibit 10.30 August 19, 2021 Lou Paglia Re: Severance Agreement Dear Lou, This letter (the ?Agreement?) between you and Sterling Infosystems, Inc. (together with its affiliates, the ?Company?) reflects your eligibility for severance payments in the event of your separation from the Company under certain conditions. This Agreement shall become effective as of the date of the effectiveness of the i |
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| August 27, 2021 |
Form of Loan Forgiveness Agreement. Exhibit 10.23 STERLING ULTIMATE PARENT CORP. LOAN FORGIVENESS AGREEMENT THIS LOAN FORGIVENESS AGREEMENT (the ?Agreement?) is entered into as of [], 2021, by and among Sterling Ultimate Parent Corp. (the ?Company?) and the individual set forth on the signature page hereto (the Employee?). WHEREAS, the Company previously extended a loan to the Employee in the principal amount set forth on the signat |
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| August 27, 2021 |
Exhibit 10.20 STERLING ULTIMATE PARENT CORP. 2015 LONG-TERM EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is entered into as of the Grant Date (as defined below), by and between (the ?Participant?) and STERLING ULTIMATE PARENT CORP., a Delaware corporation (or any successor corporation) (the ?Company?). WITNESSETH: WHEREAS, the Company maintains the Sterling Ultimate Par |
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| August 27, 2021 |
Offer Letter dated as of May 14, 2019, by and between Peter Walker and Sterling Infosystems, Inc. Exhibit 10.25 May 14, 2019 Peter Walker Dear Peter, It is a pleasure to offer you the position of Executive Vice President and Chief Financial Officer with Sterling. In this role, you will report to Josh Peirez, Chief Executive Officer. Your anticipated start date in this new position will be 07/08/2019, after all applicable conditions (listed below) are met. Compensation, Benefits, PTO and Holida |
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| August 27, 2021 |
Exhibit 10.24 EXECUTION VERSION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of August 5, 2021 (this ?Agreement?), by and between Sterling Ultimate Parent Corp., a Delaware corporation (the ?Parent?), Sterling InfoSystems, Inc., a Delaware corporation (the ?Company?), and Joshua Peirez (the ?Executive?) (each of the Executive, the Company, and Parent, a ?Party,? and collectively, the ?Parti |
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| August 27, 2021 |
First Amendment to the Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan. Exhibit 10.15 Amendment To Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan WHEREAS, Sterling Ultimate Parent Corp., a Delaware corporation (the ?Company?) maintains the Sterling Ultimate Parent Corp. 2015 Long-Term Equity Incentive Plan (the ?Plan?). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan; WHEREAS, Section 8 of t |
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| August 27, 2021 |
Exhibit 10.11 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is made and entered into as of this [ ] day of [ ] 20[ ], by and between Sterling Check Corp., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are pr |
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| August 27, 2021 |
Exhibit 10.22 [], 2021 To Holders of Options to Acquire Stock of Sterling Ultimate Parent Corp.: The subject matter of this letter agreement is highly confidential and you are not permitted to disclose the contents of this letter agreement with any person other than directors and officers of Sterling Ultimate Parent Corp., your financial advisor or your attorney. You are receiving this letter agre |
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| August 27, 2021 |
Exhibit 10.27 AMENDMENT TO SEVERANCE AGREEMENT THIS AMENDMENT (the ?Amendment?) is entered into as of August 19, 2021 by and between Sterling InfoSystems, Inc., a Delaware corporation (the ?Company?) and Peter Walker (the ?Executive?) (each of the Executive and the Company, a ?Party? and collectively, the ?Parties?). WHEREAS, the Executive is party to that certain severance letter agreement dated |
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| August 27, 2021 |
Exhibit 10.29 December 17, 2018 Lou Paglia Sterling Talent Solutions Dear Lou, This letter is to confirm details of your new role as President. In this role, you will continue reporting to Josh Peirez, Co-CEO. Your compensation will consist of the following: ? A base salary of $450,000 effective December 1, 2018. ? Effective January 1, 2019, you will be eligible for a target annual incentive award |
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| August 27, 2021 |
Power of Attorney (included in signature pages hereto). Form S-1 Table of Contents As filed with the Securities and Exchange Commission on August 27, 2021 Registration No. |
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| August 23, 2021 | ||
| August 23, 2021 |
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] DRSLTR 1 filename1.htm [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 [email protected] August 23, 2021 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Ultimate Parent Corp. Amendment No. 2 to Draft Registration Statement on Form S-1 |
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| August 6, 2021 |
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 Andrew. |
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| August 6, 2021 |
DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on August 6, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. |
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| July 12, 2021 |
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD] Direct Line: (212) 859-8468 Fax: (212) 859-4000 Andrew. |
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| July 12, 2021 |
DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on July 12, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 |
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| June 8, 2021 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 8, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
