UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of ~~the~~OF

~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~January 2019, ~~2021~~2022

~~Sterling~~STERLING ~~Bancorp~~BANCORP

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~ Specified in ~~its charter~~Charter)

Delaware	~~001-35385~~		~~80-0091851~~	001-35385	80-0091851
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of				(Commission File No.)	(IRS Employer ID No.)
Two Blue Hill Plaza, Second Floor, Pearl River, New York			10965
Incorporation or Organization)
(Address of principal executive offices)			(Zip Code)
Two Blue Hill Plaza, Second Floor
Pearl River		New York			10965
(Address of Principal Executive Office)					(Zip Code)

Registrant’s telephone number, including area code: ~~(845) 369-8040~~

(845) 369-8040

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

STL

New York Stock Exchange

Depositary Shares, each representing 1/40 interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A

STLPRA

New York Stock Exchange

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	STL	New York Stock Exchange
Depositary Shares, each representing 1/40th interest in a share of 6.50% Non-cumulative Perpetual Preferred Stock, Series A	STLPRA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ ¨

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

Item 82.0102. ~~Other~~Results ~~Events.~~of Operations and Financial Condition

On ~~December 17~~January 19, ~~2021~~2022, ~~the~~Sterling ~~Board~~Bancorp ~~of Governors of the Federal Reserve System approved the application of Webster Financial Corporation~~ (~~“Webster”) with respect to~~ the ~~previously announced merger (the~~ “~~Merger~~Company”) ofissued ~~Sterling~~a ~~Bancorp~~press ~~(“Sterling”)~~release ~~and~~regarding ~~Webster~~its ~~pursuant~~results tofor the ~~Agreement~~three and ~~Plan of~~twelve ~~Merger,~~months ~~dated~~ended asDecember ~~of April 18~~31, 2021,. byThe ~~and~~press ~~between~~release ~~Sterling~~is ~~and~~included ~~Webster~~as ~~(the~~Exhibit ~~“Merger~~99.1 ~~Agreement”)~~to this report.

~~All~~The ~~required~~information ~~regulatory~~contained ~~approvals~~in tothis ~~complete the~~report, ~~Merger~~including ~~and~~Exhibit ~~the~~99.1 ~~merger~~attached ofhereto, ~~the~~is ~~respective~~considered ~~bank~~to ~~subsidiaries~~be of“furnished” ~~Sterling~~ and ~~Webster,~~shall ~~Sterling~~not ~~National~~be ~~Bank~~deemed ~~and~~“filed” ~~Webster~~for ~~Bank,~~purposes ~~National Association~~of ~~(the~~Section ~~“Bank~~18 ~~Merger”,~~of ~~and~~ the ~~Bank~~Securities ~~Merger~~Exchange ~~and~~Act ~~the~~of ~~Merger collectively~~1934, ~~the~~as ~~“Mergers”)~~amended, ~~have~~or ~~now~~otherwise ~~been received~~subject to liability under that Section. The ~~closing~~information ofin ~~the~~this ~~Mergers~~Current isReport ~~expected~~shall tonot ~~occur~~be onincorporated orby ~~around~~reference ~~February~~into 1,any ~~2022,~~filing ~~subject~~ or other document pursuant to the ~~satisfaction~~Securities orAct ~~waiver~~ of ~~the~~1933, ~~remaining~~as ~~customary~~amended, ~~closing~~except ~~conditions~~as shall be expressly set forth by specific reference in ~~the~~such ~~Merger~~filing ~~Agreement~~or document.

OnThe ~~December 20, 2021, Sterling and Webster issued a joint press~~ release ~~announcing~~contains ~~the~~forward-looking ~~foregoing~~statements ~~matters.~~regarding ~~A copy of~~ the ~~press~~Company ~~release~~and isincludes ~~attached~~a ascautionary ~~Exhibit~~statement ~~99.1~~identifying ~~to this~~important ~~Current~~factors ~~Report~~that oncould ~~Form~~cause ~~8-K~~actual ~~and~~results isto ~~incorporated~~differ ~~herein~~materially byfrom ~~reference~~those anticipated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~Joint Press Release of Sterling Bancorp and Webster Financial Corporation, dated December 20, 2021~~	Press Release of Sterling Bancorp, dated January 19, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

~~CAUTION REGARDING FORWARD-LOOKING STATEMENTS~~SIGNATURE

~~This~~Pursuant ~~communication may contain certain forward-looking statements, including, but not limited~~ to, ~~certain plans, expectations, goals, projections, and statements about~~ the ~~benefits~~requirements of the ~~proposed transaction,~~Securities ~~the~~Exchange ~~plans,~~Act ~~objectives, expectations and intentions~~ of ~~Sterling and Webster~~1934, the ~~expected~~Registrant ~~timing~~has ofduly ~~completion~~caused ofthis ~~the~~report ~~transaction, and other statements that are not historical facts. Such statements are subject~~ to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be ~~identified~~signed byon ~~words~~its ~~such~~behalf as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by ~~Section 27A of~~ the ~~Securities Act of 1933~~undersigned, ~~Section~~hereunto ~~21E~~duly ~~of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995~~authorized.

~~-2-~~ STERLING BANCORP

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statementsDATE: ~~changes~~January ~~in general economic, political, or industry conditions; the magnitude and duration of the COVID-~~19 ~~pandemic and its impact on the global economy and financial market conditions and our business~~, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Sterling and Webster; the outcome of any legal proceedings that may be instituted against Sterling or Webster; delays in completing the transaction; the failure to satisfy any of the conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Sterling and Webster do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Sterling and Webster successfully; the dilution caused by Webster’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Sterling and Webster. Additional factors that could cause results to differ materially from those described above can be found in Sterling’s Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC and available on Sterling’s website, https2022 By:/~~/sterlingbancorp.com/, under the heading “Financial Information” and in other documents Sterling files with the Securities and Exchange Commission (the “SEC”), and in Webster’~~s ~~Annual Report on Form 10-K for the year ended December 31, 2020, which is on file with the SEC and available on Webster’s investor relations website, https:~~/~~/webster.gcs-web.com/,~~ ~~under~~Beatrice ~~the heading “Financials” and in other documents Webster files with the SEC.~~Ordonez

~~All~~Beatrice forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Sterling nor Webster assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.Ordonez

~~-3-~~Chief Financial Officer and

~~SIGNATURES~~Principal Financial Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~EXHIBIT INDEX

	STERLING BANCORP
Exhibit Number			Description
	By:	/s/ Jack Kopnisky
99.1			Press Release of Sterling Bancorp, dated January 19, 2022
		Name: Jack Kopnisky
Date: December 20, 2021		Title: President and Chief Executive Officer

-4-

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