STL / Sterling Bancorp. - Документы SEC, Годовой отчет, Доверенное заявление

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

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: 333-223495 STERLING BANCORP (WEBSTER FINANCIAL CORPORATION, AS SUCCESSOR BY

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

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: 001-35385 STERLING BANCORP (WEBSTER FINANCIAL CORPORATION, AS SUCCESSOR BY M

STL / Sterling Bancorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Sterling Bancorp/DE Title of Class of Securities: Common Stock CUSIP Number: 85917A100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ?

STL / Sterling Bancorp / DIMENSIONAL FUND ADVISORS LP - 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. 2 )* Sterling Bancorp/DE (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 14, 2022, pursuant to the provisions of Rule 12d2-2 (a).

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

S-3DPOS 1 ny20002371x8s3dpos.htm S-3DPOS As filed with the Securities and Exchange Commission on February 1, 2022 Registration No. 333-125855 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-125855 UNDER THE SECURITIES ACT OF 1933 STERLING BANCORP (WEBSTER FINANCIAL CORPORATION, AS SUCCESSOR BY MERGER TO

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

WEBSTER, STERLING COMPLETE MERGER

Exhibit 99.1 FOR IMMEDIATE RELEASE February 1, 2022 WEBSTER, STERLING COMPLETE MERGER STAMFORD, CT and PEARL RIVER, NY ? Webster Financial Corporation (NYSE: WBS) (?Webster?) and Sterling Bancorp (?Sterling?) jointly announced today the completion of their previously announced merger, creating one of the largest commercial banks in the Northeast. The combined company is a unique financial institut

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

As filed with the Securities and Exchange Commission on February 1, 2022

As filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 14, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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): February 1, 2022 (January 31, 2022) Sterling Bancorp (Webster Financial Corporation, as successor by merger to Sterling Bancorp) (Exact name of registrant as specified in its charter)

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 19, 2022 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Sterling Bancorp announces results for the fourth quarter and full year of 2021. Reporting record diluted earnings per share available to common stockholders in the fourth quarter of 2021 of $0.57 (as reported) and $0.64 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: January 19, 2022 Emlen Harmon, Senior Managing Director - Investor Relations 212.

STL / Sterling Bancorp / 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. 8 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

WEBSTER, STERLING ANNOUNCE RECEIPT OF ALL REQUIRED REGULATORY APPROVALS FOR MERGER

Exhibit 99.1 FOR IMMEDIATE RELEASE December 20, 2021 WEBSTER, STERLING ANNOUNCE RECEIPT OF ALL REQUIRED REGULATORY APPROVALS FOR MERGER WATERBURY, CT and PEARL RIVER, NY ? Webster Financial Corporation (NYSE: WBS) (?Webster?) and Sterling Bancorp (NYSE: STL) (?Sterling?) jointly announced today that Webster has received regulatory approval from the Board of Governors of the Federal Reserve System

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): December 20, 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

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 10.2 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

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 10.7 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

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 10.4 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

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 10.5 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 13, 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

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 10.6 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

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 10.3 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

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 10.1 Amendment No. 1 to Amended and Restated Employment Agreement This Amendment No. 1 (the "Amendment"), to the Amended and Restated Employment Agreement dated April 3, 2019, by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the "Bank" and, tog

As filed with the Securities and Exchange Commission on December 9, 2021

As filed with the Securities and Exchange Commission on December 9, 2021 Registration Statement No.

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

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 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specifi

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Beatrice Ordonez, Chief Financial Officer of Sterling Bancorp (the ?Company?) each certify in his capacity as an officer of the Company that they have reviewed the Quarterly Report on Form 10-Q for the nine mont

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 20, 2021 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Sterling Bancorp announces results for the third quarter and first nine months of 2021. Diluted earnings per share available to common stockholders in the third quarter of 2021 of $0.49 (as reported) and $0.52 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: October 20, 2021 Emlen Harmon, Senior Managing Director - Investor Relations 212.

WEBSTER, STERLING STOCKHOLDERS APPROVE MERGER

Exhibit 99.1 FOR IMMEDIATE RELEASE August 17, 2021 WEBSTER, STERLING STOCKHOLDERS APPROVE MERGER WATERBURY, CT and PEARL RIVER, NY ? Webster Financial Corporation (NYSE: WBS) (?Webster?) and Sterling Bancorp (NYSE: STL) (?Sterling?) jointly announced that each company?s stockholders have approved the proposed merger between Webster and Sterling at their respective special meetings of stockholders

Financial Statements and Exhibits, Other Events, 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): August 17, 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 N

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, 2021 WEBSTER FINANCIAL

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, 2021 WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31486 06-1187536 (State or other jurisdiction of incorporation) (Commi

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, 2021 Sterling Bancorp (

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, 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 Nu

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): August 9, 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 Nu

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Beatrice Ordonez, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that they have reviewed the Quarterly Report on Form 10-Q for the six month

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

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, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified in

Sterling Bancorp announces results for the second quarter and first half of 2021. Diluted earnings per share available to common stockholders in the second quarter of 2021 of $0.50 (as reported) and $0.52 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: July 21, 2021 Emlen Harmon, Senior Managing Director - Investor Relations 212.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 21, 2021 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorpora

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. __)

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934

11-K 1 a11-k401kandprofitsharing2.htm 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934 ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 OR ¨ Transit

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 26, 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 Numb

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Beatrice Ordonez, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that they have reviewed the Quarterly Report on Form 10-Q for the quarter e

Quarterly Report - 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, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified i

Form of Restricted Stock Award Notice and Award Agreement for Non-Employee Directors Pursuant to the Sterling Bancorp Amended and Restated 2015 Omnibus Equity and Incentive Plan (filed herewith).

STERLING BANCORP ID: 80-0091851 Two Blue Hill Plaza, 2nd Floor Pearl River, New York 10965 Restricted Stock Award Notice and Award Agreement (Non-Employee Directors) Award Number: Name of Award Holder Plan: 2015 Address City State Zip Effective (?Award Date?), you have been granted a Restricted Stock Award of shares of STERLING BANCORP (the ?Company?) Common Stock.

- DEFA14A

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. ) x 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)) ? Defin

AGREEMENT AND PLAN OF MERGER by and between STERLING BANCORP WEBSTER FINANCIAL CORPORATION Dated as of April 18, 2021 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between STERLING BANCORP and WEBSTER FINANCIAL CORPORATION Dated as of April 18, 2021 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Sterling Common Stock 2 1.6 Sterling Series A Preferred Stock 3 1.7 Webster Stock 3 1.8 Treatment of Sterling Equity Awards 3 1.9

Merger Prospectus - 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): April 22, 2021 (April 18, 2021) WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31486 06-1187536 (State or other jurisdiction of inco

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 22, 2021 (April 18, 2021) Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (C

Merger Prospectus - 425

425 1 tm2113479d18k.htm 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): April 22, 2021 (April 18, 2021) Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other juris

Agreement and Plan of Merger, dated as of April 18, 2021, by and between Sterling Bancorp and Webster Financial Corporation.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between STERLING BANCORP and WEBSTER FINANCIAL CORPORATION Dated as of April 18, 2021 TABLE OF CONTENTS Article I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Sterling Common Stock 2 1.6 Sterling Series A Preferred Stock 3 1.7 Webster Stock 3 1.8 Treatment of Sterling E

Agreement and Plan of Merger, dated as of April 18, 2021, by and between the Company and Webster Financial Corporation (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed April 22, 2021).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and between STERLING BANCORP and WEBSTER FINANCIAL CORPORATION Dated as of April 18, 2021 TABLE OF CONTENTS Article I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Sterling Common Stock 2 1.6 Sterling Series A Preferred Stock 3 1.7 Webster Stock 3 1.8 Treatment of Sterling E

Merger Prospectus - 425

Filed by Webster Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sterling Bancorp Commission File No.

Merger Prospectus - 425

Filed by Webster Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sterling Bancorp Commission File No.

Merger Prospectus - 425

Filed by Webster Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sterling Bancorp Commission File No.

Merger Prospectus - 425

Filed by Webster Financial Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sterling Bancorp Commission File No.

Merger Prospectus - 425

Filed by Sterling Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Webster Financial Corporation Commission File No.

Merger Prospectus - 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): April 19, 2021 WEBSTER FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-31486 06-1187536 (State or other jurisdiction of incorporation) (Commi

Merger Prospectus - 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): April 19, 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 Nu

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Exhibit 99.1 Webster + Sterling Creating Scale, Unlocking Growth and Value • Uniting strong banks with complementary strategies to create a powerhouse Northeast player with $63 billion in assets and $52 billion in deposits • Unlocking compelling revenue growth opportunities in commercial lending, health savings, fee-based businesses and consumer and digital banking • Delivering exceptional financi

April 19 , 2021 Webster + Sterling Creating Scale, Unlocking Growth and Value

Exhibit 99.1 April 19 , 2021 Webster + Sterling Creating Scale, Unlocking Growth and Value CAUTION REGARDING FORWARD - LOOKING STATEMENTS This communication may contain certain forward - looking statements, including, but not limited to, certain plans, expectations, g oals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intention

Sterling Bancorp announces results for the first quarter of 2021 with diluted earnings per share available to common stockholders of $0.50 (as reported) and $0.51 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: April 19, 2021 Emlen Harmon, Managing Director - Investor Relations 212.

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Exhibit 99.2 Webster + Sterling Creating Scale, Unlocking Growth and Value ? Uniting strong banks with complementary strategies to create a powerhouse Northeast player with $63 billion in assets and $52 billion in deposits ? Unlocking compelling revenue growth opportunities in commercial lending, health savings, fee-based businesses and consumer and digital banking ? Delivering exceptional financi

April 19 , 2021 Webster + Sterling Creating Scale, Unlocking Growth and Value

Exhibit 99.1 April 19 , 2021 Webster + Sterling Creating Scale, Unlocking Growth and Value CAUTION REGARDING FORWARD - LOOKING STATEMENTS This communication may contain certain forward - looking statements, including, but not limited to, certain plans, expectations, g oals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intention

Regulation FD Disclosure, 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): April 19, 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 Nu

Exhibit 99.2

Exhibit 99.2

- DEFA14A

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. ) x 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)) ? Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 19, 2021 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorpor

1

Exhibit 99.2 Webster + Sterling Creating Scale, Unlocking Growth and Value ? Uniting strong banks with complementary strategies to create a powerhouse Northeast player with $63 billion in assets and $52 billion in deposits ? Unlocking compelling revenue growth opportunities in commercial lending, health savings, fee-based businesses and consumer and digital banking ? Delivering exceptional financi

- DEFA14A

DEFA14A 1 tm2113202d1defa14a.htm DEFA14A 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. ) x 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 (

April 14, 2021 and supplemented April 26, 2021

Two Blue Hill Plaza, Second Floor, Pearl River, NY 10965 (845) 369-8040 Notice of Annual Meeting of Stockholders Date and Time: May 26, 2021 11:00 a.

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 Bancorp/DE ** (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 ** (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

- S-3ASR

As filed with the Securities and Exchange Commission on March 5, 2021 Registration No.

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 ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact name of Registrant as Specified in its

Subsidiaries of Registrant (filed herewith).

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of the Registrant: Name State of Incorporation Sterling National Bank U.

Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the ?Company?) each certify in his capacity as an officer of the Company that he has reviewed the Annual Report on Form 10-K for the year ended December 31, 2020 and that to the best of his knowledge: (1)the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Consent of Crowe LLP (filed herewith).

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: 1.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Sterling Bancorp/DE Title of Class of Securities: Common Stock CUSIP Number: 85917A100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): January 20, 2021 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Sterling Bancorp announces results for the fourth quarter and full year 2020. Diluted income per share available to common stockholders in the fourth quarter of $0.38 (as reported) and $0.49 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: January 20, 2021 Emlen Harmon, Senior Managing Director - Investor Relations 212.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - FORM 8-K

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): January 11, 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

Sterling Bancorp Announces Senior Management Changes; Luis Massiani to Transition to COO, Bea Ordonez to Join as CFO

Exhibit 99.1 Sterling Bancorp Announces Senior Management Changes; Luis Massiani to Transition to COO, Bea Ordonez to Join as CFO Company Release - 1/11/2021 PEARL RIVER, N.Y., Jan. 11, 2021 - Sterling Bancorp (NYSE: STL) (the “Company”), parent company of Sterling National Bank (the “Bank”), announced today that Luis Massiani will transition to the role of Chief Operating Officer of the Company a

Employment Agreement by and among the Company, the Bank and Bea Ordonez, dated November 9, 2020

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of November 9, 2020, by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the “Bank”; and together with the Company, “Sterling”), and Bea Ordonez (“E

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the nine months ended September 30, 2020 and that to the best of his knowledge: (1)the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Underwriting Agreement, dated October 28, 2020

Exhibit 1.1 Execution Version $225,000,000 Aggregate Principal Amount of 3.875% Fixed-to-Floating Rate Subordinated Notes due 2030 Sterling Bancorp UNDERWRITING AGREEMENT October 28, 2020 PIPER SANDLER & CO. U.S. BANCORP INVESTMENTS, INC. PNC CAPITAL MARKETS LLC As Representatives of the several Underwriters c/o PIPER SANDLER & CO. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 c/

Quarterly Report - 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, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specifi

Sterling Bancorp Announces Pricing of $225 Million Subordinated Notes Offering

Exhibit 99.1 Sterling Bancorp Announces Pricing of $225 Million Subordinated Notes Offering Company Release - 10/28/2020 6:55 PM ET PEARL RIVER, N.Y., Oct. 28, 2020 (GLOBE NEWSWIRE) - Sterling Bancorp (NYSE: STL) (the “Company”), the parent holding company of Sterling National Bank, announced today that it has priced $225 million aggregate principal amount of its 3.875% fixed-to-floating rate subo

Sterling Bancorp Closes $225 Million Subordinated Notes Offering

Exhibit 99.2 Sterling Bancorp Closes $225 Million Subordinated Notes Offering Company Release – 10/30/2020 4:05 PM ET PEARL RIVER, N.Y., Oct. 30, 2020 (GLOBE NEWSWIRE) - Sterling Bancorp (NYSE: STL) (the “Company”), the parent holding company of Sterling National Bank, announced today the closing of its underwritten public offering of $225,000,000 aggregate principal amount of its 3.875% fixed-to-

Second Supplemental Indenture, dated as of October 30, 2020, by and between Sterling Bancorp and U.S. Bank National Association, as trustee

Exhibit 4.2 Execution Version STERLING BANCORP SECOND SUPPLEMENTAL INDENTURE Dated as of October 30, 2020 to the Indenture Dated as of December 16, 2019 3.875% Fixed-to-Floating Rate Subordinated Notes due 2030 U.S. BANK NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Article I. SCOPE OF SUPPLEMENTAL INDENTURE 2 Section 1.01 Scope 2 Article II. DEFINITIONS 2 Section 2.01 Definitions and Other Pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

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 28, 2020 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1)(2)(3) 3.

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED OCTOBER 28, 2020

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Filed Pursuant to Rule 433

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 28, 2020 Registration No.

Sterling Bancorp 3.875% Fixed-to-Floating Rate Subordinated Notes due 2030 Pricing Term Sheet

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated October 28, 2020 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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, 2020 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Sterling Bancorp announces results for the third quarter of 2020 with diluted income per share available to common stockholders of $0.43 (as reported) and $0.45 (as adjusted)

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: October 21, 2020 Emlen Harmon, SVP - Director of Investor Relations 212.

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 23, 2020 Sterling Banco

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 23, 2020 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission Fil

Sterling Bancorp Announces Portfolio Sales and Provides Update on Loan Deferral Trends

Exhibit 99.1 Sterling Bancorp Two Blue Hill Plaza, 2nd Floor Pearl River, NY 10965 T 845.369.8040 News Release F 845.369.8255 http://www.sterlingbancorp.com FOR IMMEDIATE RELEASE September 23, 2020 STERLING BANCORP CONTACT: Emlen Harmon, SVP – Director of Investor Relations 212.309.7646 Sterling Bancorp Announces Portfolio Sales and Provides Update on Loan Deferral Trends PEARL RIVER, NY – Septemb

Quarterly Report - 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, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified in

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the six months ended June 30, 2020 and that to the best of his knowledge: (1)the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Sterling Bancorp announces results for the second quarter of 2020 with diluted income per share available to common stockholders of $0.25 (as reported) and $0.29 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: July 22, 2020 Emlen Harmon, SVP - Director of Investor Relations 212.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 22, 2020 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorpora

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K For Annual Reports of Employee Stock Purchase, Savings and Similar Plans Pursuant to Section 15(d) of the Securities Exchange Act of 1934 ý Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 OR ¨ Transition Report Pursuant to Section 15(d) of the

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 27, 2020 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File Numb

STL / Sterling Bancorp / 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. 6 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) April 30, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Quarterly Report - 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, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified i

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and that to the best of his knowledge: (1)the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2020 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorpor

Sterling Bancorp announces results for the first quarter of 2020. Higher provision for credit losses resulted in diluted income per share available to common stockholders of $0.06 (as reported) and a loss of $0.02 (as adjusted).

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: April 27, 2020 Emlen Harmon, SVP - Director of Investor Relations 212.

April 15, 2020

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

STL / Sterling Bancorp DEFA14A - - DEFA14A

DEFA14A 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))

Description of the Company’s Capital Stock and Depositary Shares, each representing 1/40 interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A (filed herewith).

EXHIBIT 4.1 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK Sterling Bancorp (“Sterling”) is currently authorized to issue 310 million shares of its common stock, $0.01 par value. Listing Sterling common stock is listed on the NYSE and traded under the symbol “STL.” Dividends Payment of dividends is subjec

Subsidiaries of Registrant (filed herewith).

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of the Registrant: Name State of Incorporation Sterling National Bank U.

Consent of Crowe LLP (filed herewith).

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: 1.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35385 STERLING BANCORP (Exact name of Registrant as Specified in its

Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Annual Report on Form 10-K for the year ended December 31, 2019 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

STL / Sterling Bancorp / DIMENSIONAL FUND ADVISORS LP - 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 BANCORP/DE (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

STL / Sterling Bancorp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Sterling Bancorp/DE Title of Class of Securities: Common Stock CUSIP Number: 85917A100 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒

Luis Massiani Promoted to President of Sterling National Bank

Luis Massiani Promoted to President of Sterling National Bank MONTEBELLO, N.Y., January 27, 2020 - Sterling Bancorp (NYSE: STL) today announced the promotion of Luis Massiani to President of Sterling National Bank. In addition to maintaining his role as Chief Financial Officer of Sterling Bancorp and Sterling National Bank, Mr. Massiani will lead all finance, bank operations and consumer banking f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 27, 2020 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 22, 2020 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No.) Incorp

Sterling Bancorp announces strong operating results for the fourth quarter of 2019 with diluted earnings per share available to common stockholders of $0.52 (as reported) and $0.54 (as adjusted). Highlights include continued progress in balance sheet

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: January 22, 2020 Emlen Harmon, SVP - Director of Investor Relations 212.

STL / Sterling Bancorp / 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. 5 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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): December 16, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

Sterling Bancorp Closes $275 Million Subordinated Notes Offering

Exhibit 99.2 Sterling Bancorp Closes $275 Million Subordinated Notes Offering Company Release - 12/16/2019 4:15 PM ET MONTEBELLO, N.Y., Dec. 16, 2019 (GLOBE NEWSWIRE) - Sterling Bancorp (NYSE: STL) (the “Company”), the parent holding company of Sterling National Bank, announced today the closing of its underwritten public offering of $275,000,000 aggregate principal amount of its 4.00% fixed-to-fl

Indenture, dated as of December 16, 2019, by and between Sterling Bancorp and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 16, 2019 (File No. 001-35385)).

Exhibit 4.1 STERLING BANCORP Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of December 16, 2019 SUBORDINATED DEBT SECURITIES STERLING BANCORP CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: Trust Indenture Act Section Indenture Section §310(a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable

Underwriting Agreement, dated December 12, 2019

Exhibit 1.1 Execution Version $275,000,000 Aggregate Principal Amount of 4.00% Fixed-to-Floating Rate Subordinated Notes due 2029 Sterling Bancorp UNDERWRITING AGREEMENT December 12, 2019 SANDLER O'NEILL & PARTNERS, L.P. KEEFE, BRUYETTE & WOODS, INC. U.S. BANCORP INVESTMENTS, INC. As Representatives of the several Underwriters c/o SANDLER O'NEILL & PARTNERS, L.P. 1251 Avenue of the Americas, 6th F

First Supplemental Indenture, dated as of December 16, 2019, by and between Sterling Bancorp and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 16, 2019 (File No. 001-35385)).

Exhibit 4.2 STERLING BANCORP FIRST SUPPLEMENTAL INDENTURE Dated as of December 16, 2019 to the Indenture Dated as of December 16, 2019 4.00% Fixed-to-Floating Rate Subordinated Notes due 2029 U.S. BANK NATIONAL ASSOCIATION as Trustee TABLE OF CONTENTS Article I. SCOPE OF SUPPLEMENTAL INDENTURE 2 Section 1.01 Scope 2 Article II. DEFINITIONS 2 Section 2.01 Definitions and Other Provisions of General

Sterling Bancorp Announces Pricing of $275 Million Subordinated Notes Offering

Exhibit 99.1 Sterling Bancorp Announces Pricing of $275 Million Subordinated Notes Offering Company Release - 12/12/2019 5:39 PM ET MONTEBELLO, N.Y., Dec. 12, 2019 (GLOBE NEWSWIRE) - Sterling Bancorp (NYSE: STL) (the “Company”), the parent holding company of Sterling National Bank, announced today that it has priced $275 million aggregate principal amount of its 4.00% fixed-to-floating rate subord

Sterling Bancorp 4.00% Fixed-to-Floating Rate Subordinated Notes due 2029 Pricing Term Sheet

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 12, 2019 Registration No.

CALCULATION OF REGISTRATION FEE

424B5 1 tv534553424b5.htm FORM 424B5 TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1)(2)(3) 4.24.00% Fixed-to-Floating Rate Subordinated Notes due2029 $ 275,000,000 100% $ 275,000,000 $ 35,695.00 (1) Calculated

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): December 11, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 11, 2019

424B5 1 tv534405424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  File No. 333-223495 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective by rule of the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are

Filed Pursuant to Rule 433

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 11, 2019 Registration No.

Quarterly Report - 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specifi

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the nine months ended September 30, 2019 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 23, 2019 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporat

Sterling Bancorp announces results for the third quarter of 2019 with diluted earnings per share available to common stockholders of $0.59 (as reported) and $0.52 (as adjusted). Highlights include continued progress in balance sheet transition, impro

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: October 23, 2019 Luis Massiani, SEVP & Chief Financial Officer 845.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the six months ended June 30, 2019 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Quarterly Report - 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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified in

Sterling Bancorp announces results for the second quarter of 2019 with diluted earnings per share available to common stockholders of $0.46 (as reported) and $0.51 (as adjusted); results reflect the continued progress in balance sheet transition and

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: July 24, 2019 Luis Massiani, SEVP & Chief Financial Officer 845.

Financial Statements and Exhibits, Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2019 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporati

Sterling Bancorp announces results for the second quarter of 2019 with diluted earnings per share available to common stockholders of $0.46 (as reported) and $0.51 (as adjusted); results reflect the continued progress in balance sheet transition and

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: July 24, 2019 Luis Massiani, SEVP & Chief Financial Officer 845.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 stl8-kpressrelease063019.htm 8-K 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): July 24, 2019 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File

SBT / Sterling Bancorp, Inc. 11-K - - 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¬ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

SBT / Sterling Bancorp, Inc. 11-K - - 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

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 29, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File Numb

Sterling Bancorp Investor Presentation May 2019

Exhibit 99.1 Sterling Bancorp Investor Presentation May 2019 PAGE 2 Forward - Looking Statements and Associated Risk Factors We make statements in this presentation regarding our outlook or expectations for earnings, revenues, expenses and/or other matters regarding or affecting us that are forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Fo

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 tv5213838k.htm FORM 8-K 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 13, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorp

May 10, 2019

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. ) x 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)) ¨ Defin

Amended and Restated Employment Agreement by and among the Company, the Bank and Brian Edwards, dated April 3, 2019 (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2019 (File No. 001-35385)).*

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the “Bank”; and together with the Company, “Sterling”), and Brian T.

Amended and Restated Employment Agreement by and among the Company, the Bank and Javier Evans, dated April 3, 2019 (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2019 (File No. 001-35385)).*

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the “Bank”; and together with the Company, “Sterling”), and Javier L.

Amended and Restated Employment Agreement by and among the Company, the Bank and Thomas Geisel, dated April 3, 2019 (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed on May 3, 2019 (File No. 001-35385)).*

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organized and existing under the laws of the United States of America (the “Bank”; and together with the Company, “Sterling”), and Thomas X.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 Commission File Number: 001-35385 STERLING BANCORP (Exact Name of Registrant as Specified in its Charter) Delaware 80-0091851 (State or Other Jurisdiction of (IRS Employer ID No.) In

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 24, 2019 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporatio

Sterling Bancorp announces results for the first quarter of 2019; strong operating momentum with diluted earnings per share available to common stockholders of $0.47 (as reported) and $0.50 (as adjusted), and significant progress in balance sheet tra

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: April 24, 2019 Luis Massiani, SEVP & Chief Financial Officer 845.

SBT / Sterling Bancorp, Inc. DEFA14A

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. ) x 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)) ¨ Defin

Schedule 14A filed with the SEC on April 17, 2019

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. ) x 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)) x Defin

SBT / Sterling Bancorp, Inc. DEFA14A

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)) ☐ Defi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5181818k.htm FORM 8-K 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): April 3, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incor

Amended and Restated Employment Agreement by and among the Company, the Bank and Michael E. Finn, dated April 3, 2019 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed on April 5, 2019 (File No. 001-35385)).*

EX-10.4 5 tv518181ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organi

Amended and Restated Employment Agreement by and among the Company, the Bank and Rodney Whitwell, dated April 3, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on April 5, 2019 (File No. 001-35385)).*

EX-10.3 4 tv518181ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organi

Amended and Restated Employment Agreement by and among the Company, the Bank and Jack L. Kopnisky, dated April 3, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 5, 2019 (File No. 001-35385)).*

EX-10.1 2 tv518181ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Amended and Restated Employment Agreement This Amended and Restated Employment Agreement (this "Agreement") is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the "Effective Date"), by and among Sterling Bancorp, a Delaware corporation (the "Company"), Sterling National Bank, a national banking association organi

Amended and Restated Employment Agreement by and among the Company, the Bank and Luis Massiani, dated April 3, 2019 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on April 5, 2019 (File No. 001-35385)).*

EX-10.2 3 tv518181ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organi

Amended and Restated Employment Agreement by and among the Company, the Bank and James P. Blose, dated April 3, 2019 (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed on April 5, 2019 (File No. 001-35385)).*

EX-10.5 6 tv518181ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of April 3, 2019, to be effective on January 1, 2019 (the “Effective Date”), by and among Sterling Bancorp, a Delaware corporation (the “Company”), Sterling National Bank, a national banking association organi

Consent of Crowe LLP (filed herewith).

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: 1.

Supplemental Equity Award to Javier Evans (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 CHRO Supplemental Performance Award Notice and Award Agreement Javier Evans Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Supplemental Equity Award to James Blose (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 GC Supplemental Performance Award Notice and Award Agreement James Blose Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Supplemental Equity Award to Thomas Geisel (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 President of Corporate Banking Supplemental Performance Award Notice and Award Agreement Thomas Geisel Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Supplemental Equity Award to Brian Edwards (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 President of Consumer Banking Supplemental Performance Award Notice and Award Agreement Brian Edwards Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Supplemental Equity Award to Rodney Whitwell (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 CAO Supplemental Performance Award Notice and Award Agreement Rodney Whitwell Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 1, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 Commission File Number: 001-35385 STERLING BANCORP (Exact name of Registrant as Specified in its Charter) Delaware 80-0091851 (State or Other Jurisdiction of Incorporation or Organization

Subsidiaries of Registrant (filed herewith).

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of the Registrant: Name State of Incorporation Sterling National Bank U.

Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Annual Report on Form 10-K for the year ended December 31, 2018 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Supplemental Equity Award to Jack Kopnisky (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 CEO Supplemental Performance Award Notice and Award Agreement Jack L.

Supplemental Equity Award to Michael Finn (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 CRO Supplemental Performance Award Notice and Award Agreement Michael Finn Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Supplemental Equity Award to Luis Massiani (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K filed on March 1, 2019 (File No. 001-35385)).*

STERLING BANCORP ID: 80-0091851 400 Rella Boulevard Montebello, New York 10901 2019 CFO Supplemental Performance Award Notice and Award Agreement Luis Massiani Award Number: Name of Award Holder Plan: 2015 At the address most recently on the books and records of the Company.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 6, 2019 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

STL / Sterling Bancorp / 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. 4 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) January 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

STL / Sterling Bancorp / VANGUARD GROUP INC Passive Investment

sterlingbancorpde.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Sterling Bancorp/DE Title of Class of Securities: Common Stock CUSIP Number: 85917A100 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate bo

STL / Sterling Bancorp / 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. 3 )* Sterling Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

STL / Sterling Bancorp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* STERLING BANCORP/DE (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Sterling Bancorp announces results for the full year and fourth quarter of 2018 with record annual earnings per share available to common stockholders of $1.95 (as reported) and $2.00 (as adjusted), representing growth of 236.2% and 42.9%, respective

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: January 23, 2019 Luis Massiani, SEVP & Chief Financial Officer 845.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 23, 2019 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporat

SBT / Sterling Bancorp, Inc.

January 8, 2019 Mr. Dave Irving and Mr. Marc Thomas United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sterling Bancorp Form 10-K for the Fiscal Year Ended December 31, 2017 Filed March 1, 2018 File No. 001-35385 Dear Messrs. Irving and Thomas: We are writing in response to your letter dated December 21, 2018, with respect

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 31, 2018 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

SBT / Sterling Bancorp, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o 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: 001-35385 STERLING BANCORP

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed November 2, 2018).

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STERLING BANCORP (Pursuant to Sections 242 and 245 of the Delaware General Corporation Law of the State of Delaware) (name changed to Provident New York Bancorp 6/29/05; name changed to Sterling Bancorp 10/31/13) Pursuant to Section 242 and Section 245 of the Delaware General Corporation Law, Sterling Bancorp, a Delaware corporation, has adopted this Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) restating, integrating and further amending its Certificate of Incorporation originally filed with the Secretary of State of Delaware on June 30, 2003.

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the nine months ended September 30, 2018 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Sterling Bancorp announces results for the third quarter of 2018 with record earnings per share available to common stockholders of $0.52 (as reported) and $0.51 (as adjusted), representing growth of 57.6% and 45.7%, respectively, over the same quart

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: October 23, 2018 Luis Massiani, SEVP & Chief Financial Officer 845.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 stl8-kpressrelease093018.htm 8-K 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 23, 2018 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission F

Other Events

The 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 20, 2018 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 6, 2018 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the six months ended June 30, 2018 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

SBT / Sterling Bancorp, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o 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: 001-35385 STERLING BANCORP (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 24, 2018 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation

Sterling Bancorp announces record results for the second quarter of 2018 with earnings per share available to common stockholders of $0.50 (as reported) and $0.50 (as adjusted), representing growth of 61.3% and 51.5% over the same quarter a year ago.

FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: July 24, 2018 Luis Massiani, SEVP & Chief Financial Officer 845.

SBT / Sterling Bancorp, Inc. 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¬ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

SBT / Sterling Bancorp, Inc. FORM S-8

S-8 1 tv497045s8.htm FORM S-8 As filed with the Securities and Exchange Commission on June 29, 2018. 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 Bancorp (Exact name of Registrant as specified in its charter) Delaware 80-0091851 (State or other jurisdiction of incorporation or

Astoria Bank 401(k) Plan

Exhibit 99.1 ASTORIA BANK 401(K) PLAN Adopted December 29, 1983 Effective as of June 14, 1983 As Amended and Restated Effective as of January 1, 2016 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Accounts 1 Section 1.2 Actual Deferral Percentage 1 Section 1.3 Affiliated Employer 1 Section 1.4 After-Tax Contributions 1 Section 1.5 After-Tax Account 1 Section 1.6 Astoria ESOP 2 Section

SBT / Sterling Bancorp, Inc. NT 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F x Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

SBT / Sterling Bancorp, Inc. 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ý ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, 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, 2018 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File Numb

Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Sterling Bancorp, a corporation organized and existing under and by virtue of the state of Delaware (the "Corporation"), does hereby certify: First: That the Board of Directors of the Corporation, at a meeting duly convened and held, adopted the following resolution proposing and declaring advisable the follo

STL / Sterling Bancorp / 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 Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) April 30, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

SBT / Sterling Bancorp, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o 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: 001-35385 STERLING BANCORP (Ex

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Sterling Bancorp announces record results for the first quarter of 2018 with earnings per share available to common stockholders of $0.43 (as reported) and $0.45 (as adjusted), representing growth of 48.3% and 45.2% over the same quarter a year ago.

EX-99.1 2 stlexhibit991033118.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: April 24, 2018 Luis Massiani, SEVP & Chief Financial Officer 845.369.8040 http://www.sterlingbancorp.com Sterling Bancorp announces record results for the first quarter of 2018 with earnings per share available to common stockholders of $0.43 (as reported) and $0.45 (as adjusted), representing growth of

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 stl8-kpressrelease033118.htm 8-K 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): April 24, 2018 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission Fil

SBT / Sterling Bancorp, Inc. DEF 14A

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. ) x 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)) x Defin

SBT / Sterling Bancorp, Inc. PRE 14A

PRE 14A 1 tv490739pre14a.htm PRE 14A 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. ) x Filed by the Registrant ¨ Filed by a Party other than the Registrant Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as p

Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividends.

Exhibit 12.1 Sterling Bancorp Computation of Consolidated Ratio of Earnings to Fixed Charges and Preferred Dividends (Dollars in thousands) (unaudited) Legend For the calendar year ended December 31, For the three months ended December 31, For the fiscal year ended September 30, 2017 2016 2015 2014 2013 (2) 2014 2013 Computation of Earnings Net income (loss) $ 93,031 $ 139,972 $ 66,114 $ 17,004 $

SBT / Sterling Bancorp, Inc. S-3ASR

As filed with the Securities and Exchange Commission on March 7, 2018 Registration No.

STERLING BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME

Exhibit 99.2 STERLING BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME The following unaudited pro forma combined condensed consolidated statement of income and explanatory notes show the impact on the historical financial positions and results of operations of Sterling Bancorp and Astoria Financial Corporation (“Astoria”) and have been prepared to i

Astoria Financial Corporation Unaudited consolidated financial statements of Astoria as of and for the three and nine months ended September 30, 2017.

Exhibit 99.1 Astoria Financial Corporation Unaudited consolidated financial statements of Astoria as of and for the three and nine months ended September 30, 2017. Consolidated Statements of Financial Condition at September 30, 2017 and December 31, 2016 1 Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016 2 Consolidated Statements of Comprehensiv

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): March 7, 2018 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission File Num

our Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 1, 2018;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 Commission File Number: 001-35385 STERLING BANCORP (Exact name of Registrant as Specified in its Charter) Delaware 80-0091851 (State or Other Jurisdiction of Incorporation or Organization

Consent of Crowe Horwath LLP (filed herewith)

EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: 1.

Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed on March 1, 2018)

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STERLING BANCORP (Pursuant to Sections 242 and 245 of the Delaware General Corporation Law of the State of Delaware) (name changed to Provident New York Bancorp 6/29/05; name changed to Sterling Bancorp 10/31/13) Pursuant to Section 242 and Section 245 of the Delaware General Corporation Law, Sterling Bancorp, a Delaware corporation, has adopted this Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) restating, integrating and further amending its Certificate of Incorporation originally filed with the Secretary of State of Delaware on June 30, 2003.

Subsidiaries of Registrant (filed herewith)

Exhibit 21 Subsidiaries of the Registrant The following is a list of the subsidiaries of the Registrant: Name State of Incorporation Sterling National Bank U.

Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Annual Report on Form 10-K for the year ended December 31, 2017 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

STL / Sterling Bancorp / VANGUARD GROUP INC Passive Investment

sterlingbancorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Sterling Bancorp Title of Class of Securities: Common Stock CUSIP Number: 85917A100 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to

STL / Sterling Bancorp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs649.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* STERLING BANCORP/DE (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

STL / Sterling Bancorp / 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 Bancorp (Name of Issuer) Common Stock (Title of Class of Securities) 85917A100 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): January 23, 2018 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of I

Sterling Bancorp announces operating results for the three months and year ended December 31, 2017 Strong organic growth and merger with Astoria Financial Corporation create a diversified full service commercial bank with ~$30 billion in total assets

Exhibit FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: January 23, 2018 Luis Massiani, SEVP & Chief Financial Officer 845.

Financial Statements and Exhibits

8-K/A 1 tv4803888ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 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 2, 2017 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or ot

STERLING BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3 STERLING BANCORP AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed consolidated financial information and explanatory notes show the impact on the historical financial positions and results of operations of Sterling Bancorp and Astoria Financial Corporation (?Astoria? or ?AFC?) and have been p

First Amendment to the Deposit Agreement, dated as of October 2, 2017, among Sterling Bancorp, Computershare Shareowner Services, LLC, as Depositary, and the holders of the depositary receipts (incorporated by reference to Exhibit 4.4 of the Company’s Quarterly Report on Form 10-Q filed on November 3, 2017 (File No. 001-35385)).

FIRST AMENDMENT TO DEPOSIT AGREEMENT This First Amendment (?Amendment?), effective as of October 2, 2017 (?Effective Date?), amends that certain Deposit Agreement (the ?Agreement?), dated as of March 19, 2013, by and between Astoria Financial Corporation (?Astoria?), predecessor-in-interest to Sterling Bancorp (the ?Corporation?) and Computershare Shareowner Services LLC, predecessor-in-interest to Computershare Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 TRANSITION REPORT PURSUANT T

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 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: 001-35385 STERLING

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the nine months ended September 30, 2017 and that to the best of his knowledge: (1) the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Sterling Bancorp announces record operating results for the three months ended September 30, 2017, highlighted by GAAP diluted earnings per share of $0.33, adjusted diluted earnings per share1 of $0.35, and new highs in loans and deposits.

Exhibit FOR IMMEDIATE RELEASE STERLING BANCORP CONTACT: October 24, 2017 Luis Massiani, SEVP & Chief Financial Officer 845.

Sterling Bancorp 8-K (Current Report/Significant Event)

Document 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 24, 2017 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of I

Sterling Bancorp 8-K (Current Report/Significant Event)

Document 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 17, 2017 STERLING BANCORP (Exact Name of Registrant as Specified in Charter) Delaware 001-35385 80-0091851 (State or Other Jurisdiction of (Commission File No.) (IRS Employer ID No

October 17, 2017 STERLING BANCORP: Luis Massiani Senior EVP & Chief Financial Officer 845.369.8040 Sterling Bancorp Releases 2017 Annual Dodd-Frank Act Company-Run Stress Test Disclosure

Document News Release October 17, 2017 STERLING BANCORP: Luis Massiani Senior EVP & Chief Financial Officer 845.

Form of Note for Astoria Financial Corporation 3.500% Senior Notes (Incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on October 2, 2017)

Exhibit 4.4 Form of Note THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO IN THIS SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ITS NOMINEE. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE OR A SUCCESSOR OF SUCH DEPOSITARY OR A NOMINEE OF S

Sterling Bancorp FORM 8-K (Current Report/Significant Event)

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 26, 2017 Sterling Bancorp (Exact name of registrant as specified in its charter) Delaware 001-35385 80-0091851 (State or other jurisdiction of incorporation) (Commission Fil