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 1320, 2021

Sterling Bancorp

(Exact name of registrant as specified in its charter)

Delaware	001-35385	80-0091851
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Two Blue Hill Plaza, Second Floor, Pearl River, New York		10965
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (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:

¨	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:

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 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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On December 17, 2021, the Board of Governors of the Federal Reserve System approved the application of Webster Financial Corporation (e“Webster”) ~~Amendment~~with respect to ~~Amended~~the ~~and~~previously announced ~~Restated~~merger ~~Employment~~(the ~~Agreements~~“Merger”) ~~for~~of ~~Jack~~Sterling L.Bancorp ~~Kopnisky,~~(“Sterling”) ~~Luis~~and ~~Massiani,~~Webster ~~Rodney~~pursuant ~~Whitwell,~~to ~~Michael~~the E.Agreement ~~Finn~~and Plan of Merger, ~~James~~dated P.as ~~Blose~~of April 18, ~~Thomas~~2021, X.by ~~Geisel~~and between Sterling and ~~Javier~~Webster L.(the ~~Evans~~“Merger Agreement”).

OnAll ~~December~~required ~~15,~~regulatory ~~2021,~~approvals ~~Sterling Bancorp,~~to ~~a Delaware corporation (~~complete the ~~“Company”),~~Merger and the ~~Company’s~~merger ~~wholly-owned~~of ~~subsidiary, Sterling National Bank, a national banking association (~~the ~~“Bank”~~respective ~~and,~~bank ~~together~~subsidiaries ~~with~~of ~~the Company, “~~Sterling”) and ~~each of Jack L. Kopnisky~~Webster, ~~the~~ ~~Company's President and~~ Sterling's ~~Chief~~National ~~Executive~~Bank ~~Officer,~~and ~~Luis~~Webster ~~Massiani~~Bank, ~~Sterling’s Senior Executive Vice President and Chief~~National ~~Operating~~Association ~~Officer and~~ (the “Bank's ~~President~~Merger”, ~~Rodney Whitwell, Sterling’s Senior Executive Vice President~~ and ~~Chief~~the ~~Administrative Officer,~~Bank ~~Michael~~Merger ~~E. Finn, Sterling’s Senior Executive Vice President~~ and ~~Chief~~the ~~Risk~~Merger Officer, James P. 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~~Mergers”), ~~executed~~ anhave ~~amendment~~now ~~to their respective Amended and Restated Employment Agreement, (collectively, the “Employment Agreements”)~~been toreceived. ~~extend~~The ~~the~~closing ~~duration~~ of the ~~term~~Mergers ofis ~~each~~expected ~~Employment~~to ~~Agreement,~~occur ~~currently expiring~~ on ~~December~~or ~~31,~~around ~~2021,~~February ~~to provide for a term ending on December 31~~1, 2022 ~~(unless in the event of a “change in control” (as defined in such Employment Agreements)~~, ~~in such case~~subject to the ~~Employment~~satisfaction ~~Agreements~~or ~~will~~waiver beof ~~terminated upon~~ the ~~second~~remaining ~~anniversary~~customary ofclosing ~~the~~conditions ~~date~~set offorth ~~the change~~ in ~~control, if later (~~the ~~“Amendments”)~~Merger Agreement.

~~As disclosed~~On inDecember ~~a prior Form 8-K~~20, ~~on April 19,~~ 2021, Sterling ~~announced that it entered into an Agreement and Plan of Merger (the “Merger~~ ~~Agreement”), dated as of April 18, 2021, between Sterling~~ and Webster ~~Financial~~issued ~~Corporation~~a ~~(“Webster”).~~joint ~~The~~press ~~transactions contemplated~~release byannouncing the ~~Merger~~foregoing ~~Agreement have not yet closed~~matters. ~~Sterling~~A ~~and~~copy ~~Webster agreed that it is in the best interests~~ of ~~both companies and their subsidiaries that~~ the ~~expiring~~press ~~Employment~~release ~~Agreements~~is ~~for~~attached ~~Sterling’s executive officers be extended~~ as ~~proposed~~Exhibit in99.1 ~~the~~to ~~Amendments~~this toCurrent ~~ensure~~Report ~~continuity~~on ofForm ~~operations~~8-K ~~through~~and ~~the~~is ~~closing~~incorporated ofherein ~~the transactions contemplated~~ by ~~the Merger Agreement~~reference. Accordingly, Webster agreed to waive forbearance restrictions under the Merger Agreement otherwise prohibiting Sterling from amending employment agreements for its employees, including its executive officers.

The Amendments to the Employment Agreements are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 and are incorporated by reference herein.

Amendment of Performance 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 (the “2019-2021 Performance Awards”). 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.

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 No.	Description
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.
99.1	Joint Press Release of Sterling Bancorp and Webster Financial Corporation, dated December 20, 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.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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~~CAUTION REGARDING FORWARD-LOOKING STATEMENTS

~~Pursuant~~This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the ~~requirements~~ benefits of the ~~Securities~~proposed transaction, ~~Exchange~~the ~~Act~~plans, objectives, expectations and intentions of ~~1934~~Sterling and Webster, the ~~Registrant~~expected ~~has~~timing ~~duly~~of ~~caused~~completion ~~this~~of ~~report~~the 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 ~~signed~~identified onby ~~its~~words ~~behalf~~such 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 ~~undersigned~~Securities ~~thereunto~~Act of 1933, Section 21E of the Securities ~~duly~~Exchange ~~authorized~~Act of 1934, and the Private Securities Litigation Reform Act of 1995.

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

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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 statements: changes 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, https://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 the heading “Financials” and in other documents Webster files with the SEC.

All 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.

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SIGNATURES

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.

	STERLING BANCORP

	By:	/s/ Jack Kopnisky
		Name: Jack Kopnisky
Date: December 20, 2021		Title: President and Chief Executive Officer

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