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 OFthe

~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported): ~~October~~December 2013, 2021

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

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

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

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

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

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). Emerging growth company ¨

~~Emerging~~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. ¨

IfItem an5.02. ~~emerging~~Departure ~~growth~~of ~~company,~~Directors ~~indicate~~or byCertain ~~check~~Officers; ~~mark~~Election ifof ~~the~~Directors; ~~registrant~~Appointment ~~has~~of ~~elected~~Certain ~~not~~Officers; toCompensatory ~~use~~Arrangements ~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of ~~the~~Certain ~~Exchange Act~~Officers. ☐

~~Item~~(e) 2Amendment to Amended and Restated Employment Agreements for Jack L.02 Kopnisky, Luis Massiani, Rodney Whitwell, Michael E. ~~Results~~Finn, ofJames ~~Operations~~P. Blose, Thomas X. Geisel and ~~Financial~~Javier ~~Condition~~L. Evans

On ~~October 20~~December 15, 2021, Sterling Bancorp, a Delaware corporation (the “Company”), ~~issued~~and the Company’s wholly-owned subsidiary, Sterling National Bank, a ~~press~~national ~~release~~banking ~~regarding~~association ~~its~~(the ~~results~~“Bank” ~~for~~and, together with the ~~three~~Company, “Sterling”) and ~~nine~~each ~~months~~of ~~ended~~Jack ~~September~~L. 30Kopnisky, the ~~2021~~Company's President and Sterling's Chief Executive Officer, Luis Massiani, Sterling’s Senior Executive Vice President and Chief Operating Officer and the Bank's President, Rodney Whitwell, Sterling’s Senior Executive Vice President and Chief Administrative Officer, Michael E. ~~The~~Finn, ~~press~~Sterling’s ~~release~~Senior isExecutive ~~included~~Vice asPresident ~~Exhibit~~and 99Chief Risk Officer, James P.1 Blose, Sterling’s Executive Vice President and Chief Legal Officer, Thomas X. Geisel, Senior Executive Vice President, Corporate Banking President, and Javier L. Evans, Executive Vice President, Chief Business Operations Officer (each an “Executive” and collectively, the “Executives”), executed an amendment to ~~this~~their ~~report~~respective Amended and Restated Employment Agreement, (collectively, the “Employment Agreements”) to extend the duration of the term of each Employment Agreement, currently expiring on December 31, 2021, to provide for a term ending on December 31, 2022 (unless in the event of a “change in control” (as defined in such Employment Agreements), in such case the Employment Agreements will be terminated upon the second anniversary of the date of the change in control, if later (the “Amendments”).

~~The~~As disclosed ~~information~~in ~~contained~~a inprior ~~this~~Form ~~report~~8-K, ~~including~~on ~~Exhibit~~April ~~99.1~~19, ~~attached hereto~~2021, isSterling ~~considered~~announced tothat beit ~~“furnished”~~entered into an Agreement and ~~shall~~Plan ~~not~~of beMerger ~~deemed~~(the “~~filed~~Merger Agreement”), ~~for~~dated ~~purposes~~as of ~~Section~~April 18, of2021, ~~the~~between ~~Securities~~Sterling ~~Exchange~~and ~~Act~~Webster ofFinancial ~~1934,~~Corporation as(“Webster”). ~~amended,~~The ortransactions contemplated ~~otherwise~~by ~~subject~~the toMerger ~~liability~~Agreement ~~under~~have ~~that~~not ~~Section~~yet closed. ~~The~~Sterling ~~information~~and Webster agreed that it is in ~~this~~the ~~Current~~best ~~Report~~interests ~~shall~~of ~~not~~both becompanies and ~~incorporated~~their bysubsidiaries ~~reference~~that ~~into~~the ~~any~~expiring ~~filing~~Employment orAgreements ~~other~~for ~~document~~Sterling’s ~~pursuant~~executive toofficers be extended as proposed in the Amendments ~~Securities~~to ~~Act~~ensure continuity of ~~1933,~~operations asthrough ~~amended~~the closing of the transactions contemplated by the Merger Agreement. Accordingly, Webster ~~except~~agreed asto ~~shall~~waive beforbearance ~~expressly~~restrictions ~~set~~under ~~forth~~the byMerger ~~specific~~Agreement ~~reference~~otherwise inprohibiting ~~such~~Sterling ~~filing~~from oramending ~~document~~employment agreements for its employees, including its executive officers.

The ~~release~~Amendments ~~contains~~to ~~forward-looking statements regarding~~ the ~~Company~~Employment Agreements ~~and~~are ~~includes~~attached ahereto ~~cautionary~~as ~~statement~~Exhibits ~~identifying~~10.1, ~~important~~10.2, ~~factors~~10.3, ~~that~~10.4, ~~could~~10.5, ~~cause~~10.6 ~~actual~~and ~~results~~10.7 toand ~~differ~~are ~~materially~~incorporated ~~from~~by ~~those~~reference ~~anticipated~~herein.

~~Item 9.01. Financial~~Amendment ~~Statements~~of ~~and~~Performance ~~Exhibits~~Period of the 2019-2021 Performance Awards

As part of the Company’s long-term incentive plan, the Company previously granted performance awards with a performance period of January 1, 2019 through December 31, 2021 that utilize the KBW Regional Bank Index to determine the achievement of certain performance metrics (dthe “2019-2021 Performance Awards”) ~~Exhibits~~. On December 13, 2021, with Webster’s waiver of the forbearance restrictions under the Merger Agreement, the Compensation Committee of the Board of Directors approved amending the 2019-2021 Performance Awards to have a performance period ending on September 30, 2021 and certifying performance on the shortened performance period that is otherwise in the ordinary course and consistent with past practice.

Exhibit No.						Description
99.1						Press Release of Sterling Bancorp, dated October 20, 2021

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 10.1	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Jack L. Kopnisky, dated December 15, 2021.

Exhibit 10.2	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Luis Massiani, dated December 15, 2021.

Exhibit 10.3	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Rodney Whitwell, dated December 15, 2021.

Exhibit 10.4	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Michael E. Finn, dated December 15, 2021.

Exhibit 10.5	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and James P. Blose, dated December 15, 2021.

Exhibit 10.6	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Thomas X. Geisel, dated December 15, 2021.

Exhibit 10.7	Amendment No. 1 to Amended and Restated Employment Agreement by and among Sterling Bancorp, Sterling National Bank, and Javier L. Evans, dated December 15, 2021.

Exhibit 104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

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~~ thereunto duly authorized.

STERLING BANCORP

	STERLING BANCORP

Date: December 17, 2021
	By:	/s/ Jack Kopnisky
		Jack Kopnisky
		President and Chief Executive Officer

DATE: October 20, 2021 By:/s/ Beatrice Ordonez

Beatrice Ordonez

Chief Financial Officer and

Principal Financial Officer

EXHIBIT INDEX

Exhibit Number						Description
99.1						Press Release of Sterling Bancorp, dated October 20, 2021

Filing Compare · STERLING BANCORP