Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 31, 2022, Sterling Bancorp ("Sterling") completed its previously announced merger (the "Merger") with Webster Financial Corporation ("Webster") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 18, 2021, between Sterling and Webster. At the effective time of the Merger (the "Effective Time"), Sterling merged with and into Webster, with Webster as the surviving corporation in the Merger. Pursuant to the terms of the Merger Agreement, each share of common stock, par value $0.01 per share, of Sterling ("Sterling Common Stock") issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 of a share of common stock of Webster (the "Exchange Ratio" and such shares, the "Merger Consideration"), par value $0.01 per share ("Webster Common Stock"), with cash (without interest) paid in lieu of fractional shares.

Pursuant to the Merger Agreement, at the Effective Time, each outstanding Sterling equity award granted under Sterling's equity compensation plans, other than unvested Sterling restricted stock awards held by non-employee directors, was converted into a corresponding award with respect to Webster Common Stock, with the number of shares underlying such award (and, in the case of stock options, the applicable exercise price) adjusted based on the Exchange Ratio. Each such converted Webster equity award continues to be subject to the same terms and conditions as applied to the corresponding Sterling equity award immediately prior to the Effective Time, except that, in the case of Sterling performance awards, the number of shares underlying the converted Webster equity award was determined with any performance goals deemed satisfied at the higher of the target level of performance and actual performance through the latest practicable date prior to the Effective Time. At the Effective Time, each outstanding unvested restricted stock award held by a non-employee director of Sterling vested and was converted into the right to receive the Merger Consideration in respect of each share of Sterling Common Stock subject to such Sterling restricted stock award immediately prior to the Effective Time.

At the Effective Time, each share of Sterling's 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share ("Sterling Preferred Stock"), issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive one (1) share of Webster preferred stock designated as 6.50% Series G Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share ("Webster Series G Preferred Stock"). In addition, at the Effective Time, each outstanding Sterling depositary share representing a 1/40th interest in a share of Sterling Preferred Stock (each, a "Sterling Depositary Share") was converted into a Webster depositary share representing a 1/40th interest in a share of Webster Series G Preferred Stock.

Immediately following the Merger, on February 1, 2022, Sterling National Bank, a national bank and a wholly-owned subsidiary of Sterling, merged with and into Webster Bank, National Association, a national bank and a wholly-owned subsidiary of Webster (the "Bank Merger"), with Webster Bank, National Association as the surviving entity in the Bank Merger.

The foregoing description of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by . . .

Item 3.01 Notice of Delisting of Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

In connection with the closing of the Merger, Sterling notified the New York Stock Exchange ("NYSE") that a certificate of merger had been filed with the Secretary of State of the State of Delaware and requested that NYSE (i) suspend trading of Sterling Common Stock and Sterling Depositary Shares prior to the opening of trading on February 1, 2022, (ii) withdraw Sterling Common Stock and Sterling Depositary Shares from listing on NYSE prior to the opening of trading on February 1, 2022 and (iii) file with the Securities and Exchange Commission (the "SEC") notifications on Form 25 of delisting of Sterling Common Stock and Sterling Depositary Shares and of deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Sterling Common Stock and Sterling Depositary Shares will no longer be listed on NYSE.

Webster, as successor to Sterling, intends to file with the SEC a certification on Form 15 requesting the termination of registration of Sterling Common Stock and Sterling Depositary Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

Item 3.03 Material Modification to the Rights of Security Holders.

At the Effective Time, each holder of a certificate or book-entry share representing any shares of Sterling Common Stock or Sterling Preferred Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

On January 31, 2022, Sterling was merged with and into Webster pursuant to the Merger Agreement, with Webster as the surviving corporation in the Merger.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


At the Effective Time, in accordance with the terms of the Merger Agreement, each of Sterling's twelve (12) directors resigned from the board of directors of Sterling, and Webster expanded the size of its board of directors to fifteen (15) directors. Seven (7) former directors of Sterling were appointed by the board of directors of Webster to serve as directors of Webster, in each case effective as of the Effective Time: Jack L. Kopnisky, Mona Aboelnaga Kanaan, John P. Cahill, James J. Landy, Maureen B. Mitchell, Richard L. O'Toole and William E. Whiston.

Also at the Effective Time, in accordance with the terms of the Merger Agreement, all of Sterling's executive officers ceased serving as executive officers of Sterling. --------------------------------------------------------------------------------

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

As a result of the Merger, at the Effective Time, Sterling ceased to exist and the Certificate of Incorporation and the Bylaws of Sterling ceased to be in effect by operation of law. The Fourth Amended and Restated Certificate of Incorporation of Webster and the Bylaws of Webster were amended on January 31, 2022, and the Fourth Amended and Restated Certificate of Incorporation of Webster and the Bylaws of Webster, as in effect immediately prior to the Effective Time, remained the Fourth Amended and Restated Certificate of Incorporation, as amended, and Bylaws of Webster, as amended, in each case consistent with the terms of the Merger Agreement.

Copies of Webster's Fourth Amended and Restated Certificate of Incorporation, Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation, Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual Preferred Stock, Bylaws and Amendment to the Bylaws are included as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3, Exhibit 3.4 and Exhibit 3.5 hereto, respectively, each of which is incorporated by reference herein. The information set forth in Item 2.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 5.03.




Item 8.01 Other Events.


On February 1, 2022, Sterling and Webster jointly issued a press release announcing the completion of the Merger and the Bank Merger. A copy of the press release is incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits

Exhibit No. Description

  2.1       Agreement and Plan of Merger, dated April 18, 2021, between Sterling
            Bancorp and Webster Financial Corporation (incorporated by reference to
            Exhibit 2.1 of Sterling's Form 8-K filed with the SEC on April 22,
            2021).
  3.1       Fourth Amended and Restated Certificate of Incorporation of Webster
            Financial Corporation (incorporated by reference to Exhibit 3.1 to
            Webster Financial Corporation's Form 8-K, filed with the SEC on April
            29, 2016 (File No. 001-31486)).
  3.2       Certificate of Amendment of Fourth Amended and Restated Certificate of
            Incorporation of Webster Financial Corporation, effective as of January
            31, 2022 (incorporated by reference to Exhibit 3.2 to Webster Financial
            Corporation's Form 8-K filed with the SEC on February 1, 2022).
  3.3       Certificate of Designations of 6.50% Series G Non-Cumulative Perpetual
            Preferred Stock of Webster Financial Corporation, effective as of
            January 31, 2022 (incorporated by reference to Exhibit 3.3 to Webster
            Financial Corporation's Form 8-K filed with the SEC on February 1,
            2022).
  3.4       Bylaws of Webster Financial Corporation (incorporated by reference to
            Exhibit 3.1 to Webster Financial Corporation's Form 8-K filed with the
            SEC on March 17, 2020 (File No. 001-31486)).
  3.5       Amendment to Bylaws of Webster Financial Corporation, effective as of
            January 31, 2022 (incorporated by reference to Exhibit 3.5 to Webster
            Financial Corporation's Form 8-K filed with the SEC on February 1,
            2022).
  99.1      Joint Press Release, dated February 1, 2022.
104         Cover Page Interactive Data File - the cover page XBRL tags are embedded
            within the Inline XBRL document


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