Key Performance Highlights

• GAAP EPS increased $0.12 and adjusted EPS increased $0.02 over the linked quarter.

• Net interest margin excluding accretion income¹ of 3.30%, an increase of five basis points (“bps”) over the linked quarter.

• Cost of funding liabilities decreased by six bps to 27 bps; earning asset yields decreased by one bp to 3.68%.

• Adjusted PPNR excluding accretion income^{1, 2} of $123.9 million; declined $6.4 million, or 4.9%, over the linked quarter.

• Total deposits were $23.8 billion, an increase of 5.7% over a year ago.

• Total core deposits were $22.2 billion, an increase of 3.4% over a year ago.

• Total commercial loans were $19.5 billion, an increase of 0.4% over a year ago.

• Average commercial loans were $19.6 billion, a 3.9% increase over the first quarter of 2020.

• Adjusted non-interest expense¹ was $110.6 million, adjusted operating efficiency ratio³ was 44.3%.

• NPLs increased by $1.5 million to $168.6 million; ACL / portfolio loans of 1.53% and ACL / NPLs of 191.7%.

• TCE / TA¹ was 9.63% and tangible book value per common share¹ was $14.08, an increase of 9.7% over a year ago.

• Declared second quarter dividend per common share of $0.07.

• Repurchased 1.2 million shares in the first quarter at a cost of $27.3 million and an average of $22.12 per share.

• Completed previously announced redemption of subordinated debt - Bank on April 1, 2021.

• Announced Banking as a Service partnerships with Google Plex, Bright Fi and Rho Technologies.

Results for the Three Months ended March 31, 2021 vs. March 31, 2020

Results for the Three Months ended March 31, 2021 vs. December 31, 2020

^1. Non-GAAP / as adjusted measures are defined in the non-GAAP tables beginning on page 20.
^2. PPNR represents pretax pre-provision net revenue. PPNR and PPNR excluding accretion income are non-GAAP measures and are measured as net interest income plus non-interest income less operating expenses before tax.
^3. Operating efficiency ratio is a non-GAAP measure. See page 23 for an explanation of the operating efficiency ratio.

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PEARL RIVER, N.Y., April 19, 2021 (GLOBE NEWSWIRE) -- Sterling Bancorp (NYSE: STL) (the “Company”), the parent company of Sterling National Bank (the “Bank”), today announced results for the three months ended March 31, 2021. Net income available to common stockholders for the three months ended March 31, 2021 was $97.2 million, or $0.50 per diluted share, compared to net income available to common stockholders of $74.5 million, or $0.38 per diluted share, for the linked quarter ended December 31, 2020, and net income available to common stockholders of $12.2 million, or $0.06 per diluted share, for the three months ended March 31, 2020.

Chief Executive Officer’s Comments
Jack Kopnisky, President and Chief Executive Officer, commented: “We are pleased with our results for the first quarter of 2021. While the economic environment remains challenging, the dedication of our colleagues, resilience of our business model and high quality of our client relationships is evident in our operating results. We continue to prioritize supporting our clients, colleagues and communities, and delivered strong profitability and substantial growth in tangible capital and tangible book value per common share.

“We opened 2021 with a strong first quarter. Our adjusted net income available to common stockholders was $97.6 million, or $0.51 per diluted share, which was an increase of two cents per share over the linked quarter. We saw improvements across many of our key profitability metrics, delivering adjusted return on average tangible assets of 1.42% and adjusted return on average tangible common equity of 14.6%. Adjusted PPNR excluding accretion income was $123.9 million, a decrease of 4.9% relative to the linked quarter, largely as a result of two fewer calendar days in the first quarter. Although loan origination activity continued to rebound in the first quarter of 2021, prepayment activity in certain portfolios has remained elevated, which impacted our earning assets balances. At March 31, 2021, our tangible book value per common share was $14.08, an increase of 9.7% over a year ago.

“We benefit from diversified asset origination capabilities allowing us to allocate capital to those business segments that deliver the most attractive risk-adjusted returns. We have a solid pipeline and anticipate stronger loan growth in the second quarter of 2021, driven by our C&I, CRE, and public sector businesses. Total commercial loans grew to $19.5 billion, an increase of 0.4% over the same period a year ago. At March 31, 2021, our total core deposits were $22.2 billion, which represented growth of $733.5 million, or 3.4%, over the linked quarter. Crucially, we continue to effectively manage our interest rate margin by substantially reducing our funding costs and protecting our earning asset yields. Our net interest income was $217.9 million in the first quarter and our tax equivalent net interest margin excluding accretion income was 3.30%, an increase of 5 basis points over the linked quarter.

“In our fee-based businesses, client activity and transaction volumes, while still below pre-pandemic levels, are beginning to recover. In the first quarter, total non-interest income was $32.4 million, a decline of $1.6 million versus the linked quarter, which included a gain of $3.7 million on the sale of commercial loans originated pursuant to the Paycheck Protection Program (“PPP”). Relative to the linked quarter, we saw growth in fee income in our loan syndications and cash management businesses and an increase in revenue from our customer derivatives businesses.

“In the first quarter, our adjusted non-interest expenses were $110.6 million and our adjusted operating efficiency ratio was 44.3%. We continue to invest in our technology infrastructure and digital capabilities, including in our digital banking offering Brio Direct, and in our Banking as a Service business. In the last 30 days, we announced a collaboration with Google to offer digital checking and savings accounts through the Google Plex platform, and entered into alliances with Rho Technologies and Bright Fi to offer a variety of banking services. We are also investing in our core business, to drive organic growth in key, high growth potential commercial verticals that offer attractive risk-adjusted returns, including by adding resources to our syndication, innovation finance, treasury management and small business teams. We are investing for the future, and are confident that these investments will drive scalable and sustainable growth in our business and earnings.

“Asset quality performance was in line with our expectations. As of March 31, 2021, the majority of our clients on loan payment deferrals had resumed making payments; with total loans on deferral decreasing $77.9 million to $130.5 million, or 0.6% of total portfolio loans. Total net charge-offs in the first quarter were $12.9 million, which included charges associated with the sale of $70.0 million of commercial loans, most of which were rated criticized or classified. As of March 31, 2021, our allowance for credit losses - portfolio loans was $323.2 million, or 1.53% of total loans and 191.7% of non-performing loans, reflecting an improving macro economic outlook but also our conservative approach to reserve releases as we continue to navigate through the credit cycle.

“We have a strong capital position. Our tangible common equity to tangible assets ratio increased eight basis points in the first quarter to 9.63% and our Tier 1 leverage ratio was 10.50%. We declared our regular dividend of $0.07 on our common stock, payable on May 14, 2021 to holders of record as of April 30, 2021. We restarted our stock repurchase program in the fourth quarter of 2020, repurchased 1.2 million shares in the first quarter of 2021 and have repurchased nearly 3.2 million shares since resuming our stock repurchase program. The program had 13.5 million shares available for repurchase as of March 31, 2021.

“Finally, I would like to thank our clients, shareholders, and colleagues, all of whom have exhibited extraordinary resilience to come through an exceptionally challenging period. I remain confident that the strength and diversification of our business model, our continued investments in technology and the dedication and commitment of our colleagues, positions us to drive

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continued and sustainable growth.”

Reconciliation of GAAP Results to Adjusted Results (non-GAAP)
The Company’s GAAP net income available to common stockholders of $97.2 million, or $0.50 per diluted share, for the first quarter of 2021, included the following items:

• a pre-tax gain of $719 thousand on the sale of investment securities;

• a pre-tax charge of $633 thousand related to the sale of two financial centers and the exit of two back office locations; and

• the pre-tax amortization of non-compete agreements and acquired customer list intangible assets of $148 thousand.

Excluding the impact of these items, adjusted net income available to common stockholders was $97.6 million, or $0.51 per diluted share. For the three months ended March 31, 2021, our effective income tax rate was 18.8%, which was comprised of an estimated effective tax rate for 2021 of 18.5% and the impact discrete items related to executive compensation and the vesting of stock-based compensation awards. Our effective tax rate for purposes of reporting for adjusted earnings was 13.5% and 12.5% for the three months ended December 31, 2020 and March 31, 2020, respectively.

Non-GAAP financial measures include the terms “adjusted” or “excluding”. See the reconciliation of the Company’s non-GAAP financial measures beginning on page 20.

Net Interest Income and Margin

^4. Tax equivalent basis represents interest income earned on tax exempt securities divided by the applicable federal tax rate of 21%.
^5. Includes interest bearing liabilities and non-interest bearing deposits.
^6. Tax equivalent net interest margin is equal to net interest income plus the tax equivalent adjustment for tax exempt securities divided by average interest earning assets. The tax equivalent adjustment is assumed at a 21% federal tax rate in all periods presented.

First quarter 2021 compared with first quarter 2020

Net interest income was $217.9 million for the quarter ended March 31, 2021, an increase of $6.1 million compared to the first quarter of 2020. This was mainly due to a decline in interest expense in line with decreases in market rates of interest and the

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repayment of higher cost FHLB borrowings. Other key components of changes in net interest income were the following:

• The tax equivalent yield on interest earning assets decreased 45 basis points to 3.68%, in line with period over period decreases in market rates of interest.

• The decline in market interest rates drove a decrease in our yield on loans, from 4.47% in the first quarter of 2020 to 3.92% in the first quarter of 2021.

• Accretion income on acquired loans was $8.3 million in the first quarter of 2021, compared to $10.7 million in the first quarter of 2020.

• Average investment securities were $4.1 billion, or 15.5%, of average total interest earning assets for the first quarter of 2021 compared to $5.0 billion, or 18.7%, of average total interest earning assets for the first quarter of 2020. The tax equivalent yield on investment securities was 3.02% compared to 2.96% for the three months ended March 31, 2020, mainly as a result of an increase in corporate securities held in the portfolio.

• In the first quarter of 2021, strong growth in deposits drove increases in average cash balances to $648.2 million compared to $489.7 million in the first quarter of 2020.

• Total interest expense was $15.9 million, a decline of $45.8 million compared to the first quarter of 2020. This was mainly due to lower interest expense paid on deposits and short-term borrowings and the impact of repayment of senior notes that matured in the second quarter of 2020.

• The cost of total deposits was 15 basis points for the first quarter of 2021 compared to 81 basis points for the same period a year ago, in line with repricing of deposits in response to the low interest rate environment.

• The cost of borrowings was 3.97% for the first quarter of 2021 compared to 2.49% for the same period a year ago. The increase was mainly due to the change in composition of our borrowings, with average borrowings of $721.6 million in the current quarter being comprised of $86.0 million in short-term borrowings and $635.6 million in higher coupon longer term borrowings, while for the prior year quarter average borrowings of $2.6 billion were comprised of predominately shorter term borrowings.

• The total cost of interest bearing liabilities was 0.34% for the first quarter of 2021 compared to 1.19% for the same period a year ago. The decline was due to both changes in market rates of interest and changes in funding mix.

• Average deposits and mortgage escrow increased $854.4 million during the first quarter of 2021 compared to the same period a year ago, due to growth generated by our commercial banking teams and financial centers.

First quarter 2021 compared with linked quarter ended December 31, 2020

Net interest income decreased $4.1 million for the quarter ended March 31, 2021 compared to the linked quarter, mainly due to the impact of the two fewer days of interest income recorded in the first quarter, as well as the impact of continued prepayment activity in certain portfolios. Other key components of the changes in net interest income were the following:

• The average balance of commercial loans decreased $438.3 million, and the average balance of residential mortgage loans declined $133.3 million.

• The tax equivalent net interest margin was 3.43% compared to 3.38% in the linked quarter. Excluding accretion income on acquired loans, tax equivalent net interest margin increased five basis points to 3.30%.

• The yield on loans was 3.92% compared to 3.90% for the linked quarter. The increase was mainly due to prepayment fees on multi-family and other loans. Accretion income on acquired loans decreased $288 thousand to $8.3 million for the first quarter of 2021.

• The remaining balance of PPP loans in the portfolio was $110.1 million at the end of the quarter, and all loans are in process of being forgiven. We recognized $367 thousand in PPP loan fees as interest income in the first quarter of 2021, compared to $846 thousand in the linked quarter. The decline was due to lower levels of repayments.

• The tax equivalent yield on interest earning assets was 3.68% compared to 3.69% in the linked quarter, primarily as a result of an increase in the amount of cash held as a proportion of total earnings assets.

• The tax equivalent yield on investment securities was 3.02% compared to 2.94% for the linked quarter. The increase in yield was mainly due to an increase in corporate securities.

• The cost of total deposits decreased seven basis points to 15 basis points, mainly due to deposit repricing in response to the low interest rate environment.

• Total interest expense decreased $4.7 million as a result of continued repricing of deposits and the impact of repayment of higher cost FHLB borrowings.

• The total cost of borrowings increased 62 basis points to 3.97%, mainly due to the change in mix of borrowings with shorter term borrowings representing a smaller percentage of total borrowings.

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• Average deposits and mortgage escrow decreased by $302.3 million and average borrowings decreased by $130.4 million relative to the linked quarter.

Non-interest Income

First quarter 2021 compared with first quarter 2020
Adjusted non-interest income decreased $7.3 million in the first quarter of 2021 to $31.6 million, compared to $38.9 million in the same quarter last year. The decrease was mainly due to net gains realized on security calls in the first quarter of 2020 that did not recur, as well as from the impact of lower transactional volume in our derivatives business. In the first quarter of 2020, we realized a gain of $8.4 million on the sale of available for sale securities, which we sold to fund commercial loan growth.

Loan commissions and fees in the first quarter of 2020 included a $2.8 million gain on sale of small business equipment finance loans, which did not recur in 2021. In the first quarter of 2021, loan commissions and fees included $1.8 million in fees in connection with second round PPP loans originated by a third party in respect of which we earned a referral fee. A total of 1,118 loans closed with a principal amount of $160.9 million.

First quarter 2021 compared with linked quarter ended December 31, 2020

Adjusted non-interest income decreased approximately $2.4 million relative to the linked quarter to $31.6 million primarily as a result of a gain on sale of PPP loans of $3.7 million in the linked quarter. Treasury management fees, swap fees and net mortgage loan servicing fees increased versus the linked quarter.

In the first quarter of 2021, we realized a gain of $719 thousand on sale of securities, compared to a loss of $111 thousand in the fourth quarter of 2020.

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Non-interest Expense

⁷ See a reconciliation of non-GAAP financial measures beginning on page 20.

First quarter 2021 compared with first quarter 2020
Total non-interest expense increased $3.5 million relative to the first quarter of 2020. Key components of the change in non-interest expense between the periods include the following:

• Compensation and benefits increased $3.2 million mainly due to a higher bonus compensation accrual and an increase in medical costs incurred in the first quarter.

• Occupancy and office operations expense decreased $684 thousand, mainly due to the consolidation of financial centers and other back-office locations. In the first quarter of 2021, we sold two financial centers, and exited two leases for financial center and back office location.

• Information technology expense increased $1.2 million mainly due to the amortization of investments related to various back-office automation and digital banking initiatives.

• Impairment related to financial centers and our real estate consolidation strategy represents loss on sale of financial center and other locations and early termination payments on leased locations.

First quarter 2021 compared with linked quarter ended December 31, 2020
Total non-interest expense decreased $15.3 million to $118.2 million. Key components of the change in non-interest expense include the following:

• Compensation and benefits increased $1.5 million to $58.1 million in the first quarter of 2021. The increase was mainly due to payroll taxes and employer contributions to benefit plans, which are usually higher in the first quarter of the year compared to other quarters.

• Loss on extinguishment of borrowings in the linked quarter was incurred in connection with the repayment of $250.0 million of FHLB advances and $30.0 million of subordinated notes - Bank.

• Other expenses decreased by $1.9 million versus the linked quarter, mainly due to lower charitable contributions and other donations and lower write-downs associated with repossessed assets related to foreclosed equipment finance loans.

Taxes

We recorded income tax expense of $23.0 million in the first quarter of 2021, compared to income tax expense of $18.6 million in the linked quarter and income tax benefit of $8.0 million in the prior year quarter. For the three months ended March 31, 2021, we recorded income tax expense at an estimated effective income tax rate of 18.8% compared to 19.5% for the three months ended December 31, 2020.

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Key Balance Sheet Highlights as of March 31, 2021

⁹ Core deposits include retail, commercial and municipal transaction, money market, savings accounts and certificates of deposit accounts, and reciprocal Certificate of Deposit Account Registry balances and exclude brokered and wholesale deposits.

Highlights related to balance sheet items as of March 31, 2021 were the following:

• C&I loans and commercial real estate loans represented 89.3% of our loan portfolio at March 31, 2021 compared to 87.0% a year ago. C&I loans includes traditional C&I, PPP, asset-based lending, payroll finance, warehouse lending, factored receivables, equipment financing and public sector finance loans.

• A slowdown in mortgage refinance activity drove a $558.7 million decline in our mortgage warehouse lending balance at the end of the first quarter and was the primary driver of the decline in total portfolio, total commercial loans and total portfolio balance.

• In the first quarter of 2021, we sold $70.0 million of commercial real estate loan which were mostly rated substandard or special mention. We recorded charge-offs of $5.9 million against the allowance for credit losses - loans to reduce the carrying value of loans to fair value prior to completing the transaction.

• In the fourth quarter of 2020, we sold $464.2 million of PPP loans, which included the majority of such loans for which the forgiveness process had not yet been started.

• Residential mortgage loans were $1.5 billion at March 31, 2021, a decline of $130.0 million from the linked quarter and a decline of $590.9 million from the same period a year ago. The decline was mainly due to repayments, and as compared to the same period a year ago also reflected our 2020 sale of non-performing residential mortgage loans with a net book value of $53.2 million.

• Core deposits at March 31, 2021 were $22.2 billion an increase of $733.5 million compared to December 31, 2020, and an increase of $1.5 billion compared to March 31, 2020. The increase in the first quarter included increases primarily in interest bearing and non-interest bearing transaction accounts, money market accounts and municipal deposits. Certificate of deposit accounts declined $273.8 million as higher costing balances matured and were not renewed. Compared to March 31, 2020, certificate of deposit accounts declined $920.3 million. The growth in core and total deposits is a result both of our successful deposit gathering strategies as well as the increase in liquidity in the banking system overall, from government stimulus and other measures implemented in response to the economic downturn brought about by the pandemic.
  

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• Municipal deposits at March 31, 2021 were $2.0 billion, an increase of $398.4 million relative to December 31, 2020. Municipal deposits generally increase in the first quarter of the year from tax collections by local municipalities.
  

• Investment securities, net increased by $202.0 million from December 31, 2020 and decreased $373.1 million from March 31, 2020, representing 16.5% of earning assets at March 31, 2021. In the first quarter of 2021 the increase in investment securities included the purchase of US Treasury and corporate securities in response to the significant levels of excess liquidity generated by deposit inflows and the contraction in our loan portfolio.
  

• Total borrowings at March 31, 2021 were $667.5 million, a decrease of $654.2 million relative to December 31, 2020 and a decrease of $1.9 billion relative to March 31, 2020, in both cases largely as a result of the repayments of higher costing FHLB borrowings.
  

• On April 1, 2021, we redeemed the remaining balance of subordinated notes - Bank with a principal balance of $145.0 million at March 31, 2021 and coupon interest rate of 5.25%.

Credit Quality

For the three months ended March 31, 2021, provision for credit losses on portfolio loans was $10.0 million. The provision for credit losses is based on our reasonable and supportable forecasts of expected future losses inherent in our portfolio.

Net charge-offs were $12.9 million in the first quarter of 2021 and consisted of $5.9 million in charge-offs related to the sale of $70.0 million of CRE loans, most of which were rated special mention or substandard, a charge-off of $5.0 million on a large non-performing construction loan and $2.0 million of other net charge-offs.

Non-performing loans increased by $1.5 million to $168.6 million at March 31, 2021 compared to the linked quarter. Loans 30 to 89 days past due were $42.2 million, a decrease of $30.7 million from the linked quarter.

Special mention loans increased $33.0 million compared to the linked quarter. Substandard loans, which include non-performing loans, increased $61.3 million relative to the linked quarter. The increase was mainly due to CRE and multi-family loans, the majority of which are related to borrowers that previously requested payment forbearance under the CARES Act. The increases in special mention and substandard loans in the first quarter of 2021 are after recording the impact of the sale of a portfolio of CRE loans that contained a total of $60.1 million in loans rated special mention or substandard. As of March 31, 2021, loan payment deferrals were $130.5 million, or 0.6% of the total portfolio loans.

For additional information on our credit quality metrics including delinquency, criticized and classified see page 17, “Asset Quality Information by Portfolio”.

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Capital

Total stockholders’ equity increased $29.7 million to $4.6 billion versus the linked quarter as a result of net income of $99.2 million, stock-based compensation and stock option exercises of $7.4 million, partially offset by common stock repurchases of $27.3 million, common shares acquired from stock compensation plan activity of $6.6 million, common dividends of $13.5 million, preferred dividends of $2.2 million, and other comprehensive loss of $27.2 million.

We elected the five-year transition provision to delay for two years the full impact on regulatory capital of our adoption of the Current Expected Credit Loss (“CECL”) accounting standard, followed by a three year transition period. The March 31, 2021 fully implemented ratio data reflects the full impact of CECL and excludes the benefits of phase-ins.

Tangible book value per common share was $14.08 at March 31, 2021, which represented an increase of 9.7% compared to a year ago.

Subsequent Event
As announced and further described in a separate press release issued by Sterling Bancorp today, Sterling Bancorp and Webster Financial Corporation, have entered into a merger agreement under which the companies will combine in an all stock merger of equals transaction.

Conference Call Information
In light of the announcement earlier today of entry into a merger agreement with Webster Financial Corporation ("Webster"), there will be a joint conference call to discuss the transaction and first quarter earnings at 8:30 A.M. Eastern Time today. To listen to the live call, please dial 877-407-8289 (US) or 201-689-8341 (International). A webcast can be accessed via Webster’s Investor Relations website at www.wbst.com. Sterling has cancelled its originally scheduled earnings conference call on April 22, 2021.

About Sterling Bancorp
Sterling Bancorp, whose principal subsidiary is Sterling National Bank, specializes in the delivery of services and solutions to business owners, their families and consumers within the communities it serves through teams of dedicated and experienced relationship managers. Sterling National Bank offers a complete line of commercial, business, and consumer banking products and services. For more information, visit the Sterling Bancorp website at www.sterlingbancorp.com.

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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This release may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the Company and the the proposed transaction, between Webster and the Company. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

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

All forward-looking statements speak only as of the date they are made and are based on information available at that time. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Financial information contained in this release should be considered to be an estimate pending the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021. While the Company is not aware of any need to revise the results disclosed in this release, accounting literature may require information received by management between the date of this release and the filing of the Quarterly Report on Form 10-Q to be reflected in the results of the fiscal period, even though the new information was received by management subsequent to the date of this release.

IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Webster will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Webster and the Company and a Prospectus of Webster , as well as other relevant documents concerning the proposed transaction. The proposed transaction involving Webster and the Company will be submitted to the Company's stockholders and Webster's stockholders for their consideration. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. INVESTORS AND STOCKHOLDERS OF WEBSTER AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Webster and the Company, without charge, at the SEC's website (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Kristen Manginelli, Director of Investor Relations, Webster Financial Corporation, 145 Bank Street, Waterbury, Connecticut 06702, (203) 578-2202 or to Emlen Harmon, Managing Director, Investor Relations, Sterling Bancorp, Two Blue Hill Plaza, Second Floor, Pearl River, New York 10965, (845) 369-8040.

PARTICIPANTS IN THE SOLICITATION
Webster, the Company, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Webster and the Company in connection with the proposed transaction under the rules of the SEC. Information regarding Webster’s directors and executive officers is available in its definitive proxy statement relating to its 2021 Annual Meeting of St......

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Sterling Bancorp and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION
(unaudited, in thousands, except share and per share data)

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Sterling Bancorp and Subsidiaries
CONSOLIDATED INCOME STATEMENT
(unaudited, in thousands, except share and per share data)

13

Sterling Bancorp and Subsidiaries
SELECTED FINANCIAL DATA AND PERFORMANCE RATIOS
(unaudited, in thousands, except share and per share data)

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Sterling Bancorp and Subsidiaries
ASSET QUALITY INFORMATION BY PORTFOLIO
(unaudited, in thousands, except share and per share data)