Form 8-K STERLING BANCORP For: May 28

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 28, 2015

STERLING BANCORP

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (845) 369-8040

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

On May 28, 2015, management of Sterling Bancorp (the “Company”) will make a presentation to stockholders at the Company’s 2015 annual meeting of stockholders, which will be a virtual meeting via live webcast, set to take place on Thursday, May 28, 2015, at 11:00 a.m. Eastern Time. The slide presentation used by management of the Company during the webcast is attached hereto as Exhibit 99.1.

By way of background, on January 29, 2015, the Company’s Board of Directors adopted a change in its fiscal year end from September 30 to December 31. As a result, the Company filed an Annual Report on Form 10-K for the fiscal year ended September 30, 2014 (filed with the SEC on November 28, 2014, as amended on January 23, 2015) and a Transition Report on Form 10-K/T for the transition period of October 1, 2014 to December 31, 2014 (filed with the SEC on March 6, 2015) (the “Transition Period”). The audited financial statements contained in the Form 10-K/T covered the Transition Period and the years ended September 30, 2014, 2013 and 2012. The Company will begin reporting its annual audited financial statements on Form 10-K applying the new December 31 fiscal year end beginning with this fiscal year ended December 31, 2015.

Specifically, due to the Company’s recent change in fiscal year end from September 30 to December 31, certain historical annual financial periods presented in the attached slide presentation reflect the new December 31 fiscal year end of the Company, which include the unaudited 12-month financial information for the periods ended December 31, 2011, December 31, 2012, December 31, 2013 and December 31, 2014. The Company believes that this unaudited presentation reflecting the new December 31 fiscal year end for prior years is useful for stockholders to understand the financial performance of the Company by applying the new annual reporting period. Such financial information in the slide presentation does not change any of the prior audited financial information reported for the years ended September 30, 2014, 2013, 2012 or 2011, but merely presents such historical financial information under the new 12-month period ended December 31.

In addition, to supplement the Company’s financial information presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, the attached slide presentation includes non-GAAP financial measures of operating results, net income and income per share that are adjusted to exclude certain expenses, charges, gains and losses that the Company believes appropriate to enhance an overall understanding of the Company’s historical financial performance and the Company’s prospects for the future. These adjustments to the GAAP results for the periods presented in the attached are made with the intent of providing investors with a more complete understanding of the Company’s underlying operational results and trends and the Company’s marketplace performance. Such non-GAAP information supplements the Company’s results as reported in accordance with GAAP, and should not be viewed in isolation from, or as a substitute for, the Company’s GAAP results. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures is found on pages 12 through 14 of the slide presentation that is attached as Exhibit 99.1 hereto.

The slide presentation contains forward-looking statements made within the meaning of, and pursuant to, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A more thorough discussion of certain risks, uncertainties and other factors that may affect the Company is included in the Company’s Transition Report on Form 10-K/T and in subsequent reports, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, that the Company files or furnishes with the Securities and Exchange Commission.

The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

2015 Annual Meeting of Stockholders May 28, 2015 Exhibit 99.1

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. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipated,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “target,” “continue,” “positions,” “prospects,” by future conditional verbs such as “will,” “would,” “should,” “could,” or “may,” or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. In addition to factors previously disclosed in reports filed with the Securities and Exchange Commission, the following factors, among others, could cause our actual results to differ materially from those contemplated by such forward-looking statements: the ability to obtain regulatory approvals and meet other closing conditions in connection with the Hudson Valley Holding Corp. merger, including delay in closing the merger; difficulties and delays in integrating the Sterling Bancorp and Hudson Valley Holding Corp. business or fully realizing cost savings and other benefits; inflation; the effects of, and changes in, trade; changes in asset quality and credit risk; introduction, withdrawal, success and timing of business initiatives; capital management activities; customer disintermediation; and the success of Sterling Bancorp in managing those risks. Other factors that could cause Sterling Bancorp’s actual results to differ from those indicated in forward-looking statements are included in the “Risk Factors” section of Sterling Bancorp’s filings with the Securities and Exchange Commission. The forward- looking statements speak only as of the date they are made and we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Forward-Looking Statements and Associated Risk Factors PAGE 2

Successful integration of the merger of legacy Provident and legacy Sterling Total revenue reached $284.5 million (78.6% growth) Core net income of $66.6 million (154.5% growth); core diluted EPS of $0.79 (53.6% growth) (1) Core ROATE 12.76%; core ROATA 0.98%; core operating efficiency ratio 56.9% (2) Total loans reached $4.8 billion; total commercial loans of $4.1 billion Total loan growth of $689 million (17% growth); total commercial loan growth of $694 million (20% growth) Total deposits reached $5.2 billion; 89% core deposits; cost of deposits of 0.19% Entered into agreement to acquire Hudson Valley Holding Corp. Changed fiscal year end from September 30 to December 31 2014 Highlights – Delivering Results 1) Excludes certain charges and gains; see pages 12 and 14 for a reconciliation of core metrics. 2) See pages 12 through 14 for detail on core ratio calculations. PAGE 3

Strong profitability, double-digit annualized loan growth and significant operating leverage in Q1 2015 Reported net income of $16.8 million and diluted EPS of $0.19 Core net income of $18.5 million and core diluted EPS of $0.21 (1) Total gross loans of $4.9 billion; annualized commercial loan growth of 16.3% Total deposits of $5.6 billion; weighted average cost of deposits of 23 basis points Core ROATE 12.66%; core ROATA 1.07%; core operating efficiency ratio 56.4% (2) Strong capital position; raised $89.7 million (gross) in common equity offering to fund growth Sterling and Hudson Valley shareholders approve merger; regulatory approvals pending Acquired Damian Services Corporation, Green Campus Partners and FCC factoring portfolio 2015 Update – Continuing Our Progress 1) Excludes certain charges and gains; see pages 12 and 14 for a reconciliation of core metrics. 2) See pages 12 through 14 for detail on core ratio calculations. PAGE 4

PAGE 5 Transformation of PBNY/STL 1) Excludes certain charges and gains; see pages 12 and 14 for a reconciliation of core metrics. 2) Represents closing stock price on December 31 of the year indicated. Closing stock price on May 26, 2015 was $13.41. (2) (2) (2) (2) (unaudited, $ in millions except per share data) Core Metrics 12/31/2011 12/31/2012 12/31/2013 12/31/2014 Total Assets $3,084.2 $3,789.5 $6,667.4 $7,424.8 Total Loans 1,775.9 2,193.1 4,127.1 4,815.6 Total Deposits 2,135.6 2,904.4 4,920.6 5,212.3 Total Revenue (1) $115.5 $125.3 $157.4 $289.2 Net Income (1) 9.7 18.4 26.2 66.6 Diluted EPS (1) 0.26 0.46 0.52 0.79 ROATA (1) 0.34% 0.54% 0.60% 0.98% ROATE (1) 3.67% 6.13% 7.29% 12.76% Net Interest Margin 3.62% 3.47% 3.44% 3.77% FTE # 507 493 977 829 Operating Efficiency Ratio (1) 71.6% 69.4% 64.3% 56.9% Market Capitalization $251.5 $412.9 $1,122.5 $1,206.9 Stock Price 6.64 9.31 13.37 14.38 Organic and M&A Balance Sheet Growth Valuation Operating Efficiency Improvements Rising Core Profitability

Diversified Balance Sheet – Q1 2015 PAGE 6

Core Operating Efficiency Core Operating Efficiency Ratio Core Operating Leverage Revenue Growth = 7.5% Expense Decrease = (1.4)% Core Total Revenue Core Non-interest Expense Note: Excludes certain charges and gains; see pages 12 and 14 for a reconciliation of core metrics. ($ in millions) PAGE 7

PAGE 8 Update: Hudson Valley Transaction Strategic Rationale Financial Impact Creates a $10B+ premier commercial banking franchise focused on the small-to-middle market business segment in the New York metropolitan area Enhances scale - creates #10 institution among regional banks in the New York MSA (by deposits) Leverage Sterling’s commercial lending expertise with Hudson Valley’s differentiated deposit products Diversified commercial loan origination capabilities Combined company has “best-in-class” deposit mix and funding cost Strong pro forma funding and liquidity profile Significant excess liquidity increases lending opportunities Strengthens asset sensitivity position Provides scalable presence in attractive Westchester market Tangible book value dilution of ~1% earned back within 1.2 years Accretive to 2015E EPS and ~7% accretive to 2016E EPS IRR of ~19% Significant value creation opportunity for shareholders via redeployment of low cost excess liquidity

PAGE 9 Strategic Extension of Deposit Footprint Source: SNL Financial. Regional Banks in New York MSA Rank Bank Deposits Market Share Branches 1 M&T Bank Corp. $24,854 1.73% 177 2 New York Community Bancorp Inc. 21,559 1.50 205 3 Signature Bank 19,759 1.37 29 4 PNC Financial Services Group Inc. 18,355 1.27 236 5 Banco Santander SA 16,777 1.17 196 6 Valley National Bancorp 11,312 0.79 205 7 Apple Financial Holdings Inc. 10,433 0.72 77 8 Investors Bancorp Inc. 10,255 0.71 112 9 Astoria Financial Corp. 9,851 0.68 87 Pro Forma STL/HVB 7,906 0.54 57 10 First Republic Bank 6,207 0.43 9 11 Provident Financial Services Inc. 5,292 0.37 83 12 Israel Discount Bank Ltd. 5,014 0.35 4 13 Sterling Bancorp 5,045 0.34 29 14 New York Pvt. Bank & Trust Corp. 4,696 0.33 6 15 Popular Inc. 4,164 0.29 41 16 Ridgewood Savings Bank 3,990 0.28 37 17 SNBNY Holdings Ltd. 3,743 0.26 1 18 Flushing Financial Corp. 3,258 0.23 19 19 People's United Financial Inc. 3,022 0.21 94 20 Hudson Valley Holding Corp. 2,861 0.20 28

Goal: Becoming a High Performing Regional Bank Unique franchise serving the attractive Greater New York Metropolitan region Diverse product portfolio Differentiated team-based distribution model Strong momentum in core earning and profitability metrics Proven ability to deliver on anticipated merger targets Revenue growth opportunities are significant Focus on achieving performance targets to deliver shareholder value Solid credit quality Strong capital foundation Execution is the key Above and Beyond is Standard Procedure Here PAGE 10

Adjusted Information (non-GAAP information) In this presentation, we have referred to adjusted results to help illustrate the impact of certain types of items, such as the following: The impact of merger-related expenses and charges for the asset write-downs, retention and severance, settlement of pension plan, banking systems conversation and amortization of non- compete agreements to our net income. Our tangible equity (common stockholders’ equity, less intangible assets, other than servicing rights). The impact of securities gains and losses, non-taxable income, merger expenses, changes in intangible asset amortization, on our operating efficiency ratio.  PAGE 11 We believe this additional information and reconciliations we provide may be useful to investors, analysts, regulators, and others as they evaluate the impact of these respective items on our results for the periods presented due to the extent to which the items may not be indicative of our ongoing operations. This information supplements our results as reported in accordance with GAAP, and should not be viewed in isolation from, or as a substitute for, our GAAP results.

PAGE 12 Non-GAAP to GAAP Reconcilement (unaudited, $ in thousands except share and per share data) For the quarter ended 12/31/2011 12/31/2012 12/31/2013 12/31/2014 3/31/2015 The following table shows the reconciliation of the core operating efficiency ratio: Net interest income 91,344 $          101,149 $        130,120 $        232,349 $        58,867 $          Non-interest income 27,244 30,635 29,181 52,129 14,010 Total net revenue 118,588 131,784 159,301 284,478 72,877 Tax equivalent adjustment on securities interest income 3,926 3,328 3,440 6,010 1,544 Net (gain) on sale of securities (7,798) (9,879) (5,330) (1,243) (1,534) Other (other gains and fair value loss on interest rate caps) 750 20 (5) - - Core total revenue 115,466 125,253 157,406 289,245 72,887 Non-interest expense 89,563 93,782 141,469 181,221 45,921 Merger-related expense (247) (5,678) (11,840) (890) (2,455) Charge for asset write-downs, banking systems conversion, retention and severance (3,577) - (22,731) (6,595) (971) Gain on sale of financial center and redemption of Trust Preferred Securities - - - 1,637 - Charge on benefit plan settlement (1,772) - (2,743) (1,486) - Amortization of intangible assets (1,337) (1,180) (2,910) (9,406) (1,399) Core non-interest expense 82,630 86,924 101,245 164,481 41,096 Core operating efficiency ratio 71.6% 69.4% 64.3% 56.9% 56.4% The Company believes the core operating efficiency ratio is a useful tool to help assess the Company’s core operating performance. The following table shows the reconciliation of core net income and core earnings per share: Income before income tax expense 12,591 $          28,390 $          5,632 $            84,157 $          24,856 $          Income tax expense 1,855 7,202 1,400 25,473 8,078 Net income 10,736 21,188 4,232 58,684 16,778 Net (gain) on sale of securities (7,798) (9,879) (5,323) (1,243) (1,534) Merger-related expense 247 5,678 11,840 890 2,455 Charge for asset write-downs, banking systems conversion, retention and severance 3,577 - 22,731 6,595 971 Gain on sale of financial center and redemption of Trust Preferred Securities - - - (1,637) - Charge on benefit plan settlement - - 2,743 1,486 - Amortization of non-compete agreements and acquired customer lists 1,772 - 998 5,350 660 Total charges (2,202) (4,201) 32,989 11,441 2,552 Income tax (benefit) (1,171) (1,407) (11,057) (3,535) (829) Total non-core charges net of taxes (1,031) (2,794) 21,932 7,906 1,723 Core net income 9,705 $            18,394 $          26,164 $          66,590 $          18,501 $          Weighted average diluted shares 37,363,097 39,866,893 50,580,443 83,822,460 88,252,768 Diluted EPS as reported $0.29 $0.53 $0.08 $0.70 $0.19 Core diluted EPS (excluding total charges) 0.26 0.46 0.52 0.79 0.21 The Company believes the presentation of its net income excluding total charges provides a useful tool to help assess the Company’s profitability. For the twelve months ended

PAGE 13 Non-GAAP to GAAP Reconcilement (unaudited, $ in thousands except share and per share data) For the quarter ended 12/31/2011 12/31/2012 12/31/2013 12/31/2014 3/31/2015 The following table shows the reconciliation of stockholders' equity to tangible equity and the tangible equity ratio: Total assets $3,084,166 $3,789,514 $6,667,437 $7,424,822 $7,727,515 Goodwill and other intangibles (165,167) (170,173) (440,537) (432,258) (452,698) Tangible Assets 2,918,999 3,619,341 6,226,900 6,992,564 7,274,817 Stockholders' Equity 437,682 493,883 925,109 975,200 1,080,543 Goodwill and other intangibles (165,167) (170,173) (440,537) (432,258) (452,698) Tangible stockholders' equity 272,515 323,710 484,572 542,942 627,845 Shares of common stock outstanding at period end 37,883,008 44,348,787 83,955,647 83,927,572 91,121,531 Tangible equity as a % of tangible assets 9.34% 8.94% 7.78% 7.76% 8.63% Tangible book value per share $7.19 $7.30 $5.77 $6.47 $6.89 The following table shows the reconciliation of return on average tangible equity: Average stockholders' equity $429,583 $467,481 $596,583 $956,678 $1,031,809 Average goodwill and other intangibles (165,056) (167,521) (237,685) (434,827) (438,970) Average tangible stockholder's equity 264,527 299,960 358,898 521,851 592,839 Net income 10,736 21,188 4,232 58,684 16,778 Net income, if annualized 68,044 Return on average tangible equity 4.06% 7.06% 1.18% 11.25% 11.48% Core net income $9,705 $18,394 $26,164 $66,590 $18,501 Annualized core net income 75,032 Core return on average tangible equity 3.67% 6.13% 7.29% 12.76% 12.66% The Company believes the core operating efficiency ratio is a useful tool to help assess the Company’s core operating performance. The following table shows the reconciliation of return on average tangible assets: Average assets $3,029,977 $3,545,335 $4,569,563 $7,235,993 $7,438,314 Average goodwill and other intangibles (165,056) (167,521) (237,685) (434,827) (438,970) Average tangible assets 2,864,921 3,377,813 4,331,878 6,801,166 6,999,344 Net income 10,736 21,188 4,232 58,684 16,778 Net income, if annualized 68,044 Return on average tangible assets 0.37% 0.63% 0.10% 0.86% 0.97% Core net income $9,705 $18,394 $26,164 $66,590 $18,501 Annualized core net income 75,032 Core return on average tangible assets 0.34% 0.54% 0.60% 0.98% 1.07% The Company believes the core operating efficiency ratio is a useful tool to help assess the Company’s core operating performance. For the twelve months ended The Company believes that tangible equity is useful as a tool to help assess the Company’s capital portfolio.

PAGE 14 Non-GAAP to GAAP Reconcilement (unaudited, $ in thousands except share and per share data) As of and for the Quarter Ended 3/31/2014 6/30/2014 9/30/2014 12/31/2014 3/31/2015 The following table shows the reconciliation of the core operating efficiency ratio: Net interest income 54,028 $          58,451 $          59,633 $          60,237 $          58,867 $          Non-interest income 12,415 13,471 12,286 13,957 14,010 Total net revenue 66,443 71,922 71,919 74,194 72,877 Tax equivalent adjustment on securities interest income 1,440 1,481 1,543 1,546 1,544 Net (gain) loss on sale of securities (60) (1,193) (33) 43 (1,534) Core total revenue 67,823 72,210 73,429 75,783 72,887 Non-interest expense 46,723 44,904 43,780 45,814 45,921 Merger-related expense (388) - - (502) (2,455) Charge for asset write-downs, banking systems conversion, retention and severance (678) (2,321) (1,103) (2,493) (971) Gain on sale of financial center and redemption of Trust Preferred Securities - 1,637 - - - Charge on benefit plan settlement (1,486) - - - - Amortization of intangible assets (2,511) (2,511) (2,511) (1,873) (1,399) Core non-interest expense 41,660 41,709 40,166 40,946 41,096 Core operating efficiency ratio 61.4% 57.8% 54.7% 54.0% 56.4% The Company believes the core operating efficiency ratio is a useful tool to help assess the Company’s core operating performance.

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