Item 8.01. Other Events.

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In connection with the pending merger of Astoria Financial Corporation (“Astoria” or the “Company”) with and into Sterling Bancorp (“Sterling”), with Sterling as the surviving entity (the “Merger”), the Board of Directors of Astoria voted to terminate the Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the “DRIP”), effective as of the effective date of the Merger (the “Termination Date”). As a result of the termination of the DRIP, no further automatic dividend re-investment is expected to take place under the automatic dividend reinvestment feature of the DRIP, as no dividends are expected to be declared or paid by Astoria prior to the Termination Date, assuming the Merger closing occurs early in the fourth quarter of 2017. The optional cash investment feature of the DRIP will continue until the Termination Date; however, the Company does not anticipate accepting any requests for purchases in excess of the $10,000 limit per month provided for in the DRIP. Upon receipt of all requisite regulatory approvals for the Merger, the Company will notify shareholders in writing of the Termination Date and any other important matters related to the DRIP.

Cautionary Statements Regarding Forward-Looking Information

The information in this Current Report on Form 8-K may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of1995. These statements include, but are not limited to, the expected completion date of the proposed Merger. Forward-looking statements can be identified by the use of the words “anticipate,” “expect,” “intend,” “estimate,” “target” and words of similar import. Forward-looking statements are not historical facts but instead express only management's beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the management's control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. Factors that may cause such a difference include, but are not limited to, the requisite regulatory approvals for the proposed transaction might not be obtained within the expected time frame or at all; credit and interest rate risks associated with Astoria's and Sterling's respective businesses, customer borrowing, repayment, investment and deposit practices, and general economic conditions, either nationally or in the market areas in which Astoria and Sterling operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks and important factors that could affect Astoria's and Sterling's future results are identified in their Annual Report on Form10-K for the year ended December31, 2016 and other reports filed with the Securities and Exchange Commission ("SEC"). Forward-looking statements are made only as of the date hereof, and neither Astoria nor Sterling undertakes any obligation to update any forward-looking statements contained in this Current Report on Form 8-K to reflect events or conditions after the date hereof, except as required by law.


Astoria Financial Corporation is the unitary savings and loan holding company of Astoria Bank and its subsidiaries. The Company’s principal business is the operation of its subsidiary, Astoria Bank, which is a local, community-oriented bank. Astoria Bank’s business is attracting retail deposits from the general public and businesses and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, in multi-family and commercial real estate mortgage loans, one- to four- family, or residential, mortgage loans, and mortgage-backed securities. Astoria Bank also invests in consumer and other loans, the United States Government, government agency and government-sponsored enterprise (GSE), securities and other investments. The Company offers negotiable order of withdrawal (NOW) and demand deposit accounts, money market accounts, passbook and statement savings accounts, and certificates of deposit.

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