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FLG US
Flagstar Bank, National Association
(FLG US)
$10.38
-1.06
9.27%
Ext:
$10.54
+0.16
1.56%
(Market Closed · 00:00:02 UTC)
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Employees
SEC Filings
Select Filings
Financials
(123)
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10-Q
Q2
ended 30 Jun 2026
6 Aug
10-Q
Q1
ended 31 Mar 2026
7 May
10-K
FY 2025
ended 31 Dec 2025
27 Feb
10-Q
Q3
ended 30 Sept 2025
6 Nov 2025
10-Q
Q2
ended 30 Jun 2025
7 Aug 2025
10-Q
Q1
ended 31 Mar 2025
9 May 2025
NT 10-K
FY 2024
ended 31 Dec 2024
4 Mar 2025
10-K
FY 2024
ended 31 Dec 2024
4 Mar 2025
10-Q
Q3
ended 30 Sept 2024
8 Nov 2024
10-Q
Q2
ended 30 Jun 2024
9 Aug 2024
10-Q
Q1
ended 31 Mar 2024
10 May 2024
10-K/A
FY 2023
ended 31 Dec 2023
15 Mar 2024
10-K
FY 2023
ended 31 Dec 2023
14 Mar 2024
NT 10-K
FY 2023
ended 31 Dec 2023
29 Feb 2024
10-Q
Q3
ended 30 Sept 2023
9 Nov 2023
Events
(517)
Expand
8-K
Results of Operations and Financial Condition
23 Oct
8-K
Results of Operations and Financial Condition
24 Jul
8-K
102 Duffy Avenue, Hicksville, NY 11801 ● Phone: (516) 683-4420 ● flagstar.com NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino (516) 683-4286 FLAGSTAR BANK, N.A. ANNOUNCES PRELIMINARY RESULTS OF 2026 ANNUAL SHAREHOLDERS’ MEETING HICKSVILLE, N.Y., June 9, 2026 – Flagstar Bank, N.A. (NYSE: FLG) (the “Bank”) announced today that, based on preliminary voting results from the 2026 Annual Shareholders’ Meeting held earlier today, all four proposals were approved by shareholders. Based on these preliminary results, the Bank’s shareholders approved the following: The election of eight directors to one-year terms of office; The ratification of the appointment of KPMG, LLP as the Bank’s independent registered public accounting firm for the fiscal year ending December 31, 2026; By a non-binding advisory vote, the approval of the compensation of the Bank’s Named Executive Officers; and Approval of an Amendment to the Flagstar Bank, N.A., 2020 Omnibus Incentive Plan. Commenting on today’s results, Executive Chairman and Chief Executive Officer, Joseph M. Otting stated, “We are grateful for the strong support received from our shareholders at today’s Annual Meeting as nearly 90% of total shares outstanding were voted this year. The preliminary results affirm the progress the Bank has made in improving our financial performance, our risk management and corporate governance frameworks, and building a foundation for long-term growth. We appreciate the confidence our shareholders have placed in our Board of Directors and executive leadership team and remain committed to creating value and providing exceptional service to our customers and communities.” The Bank expects to file a Form 8-K with final voting results within the next four business days.Flagstar Bank, N.A. Flagstar Bank, N.A. is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At March 31, 2026, the Bank had $87.1 billion of assets, $60.7 billion of loans, deposits of $66.8 billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 340 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast. Cautionary Statements Regarding Forward-Looking Language This press release may include forward-looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to our recent holding company reorganization, which was completed in October 2025 (the "Reorganization"), our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) the conversion or exchange of shares of our preferred stock; (j) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (k) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (l) the effects of the reverse stock split we effected in July 2024; and (m) the impact of the 2024 sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward-looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of the Reorganization; changes in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; changes in competitive pressures among financial institutions or from non-financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the impact of changing political conditions or federalgovernment shutdowns; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management's attention from ongoing business operations and opportunities; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, and in other reports we file with the Office of the Comptroller of the Currency (the “OCC”) and voluntarily file with the Securities and Exchange Commission (the “SEC”), and which are also available on our Investor Relations website. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our securities disclosure filings. All such files are accessible on our website at ir.flagstar.com, on the OCC's website at www.occ.gov, and on the SEC’s website at www.sec.gov.
11 Jun
8-K
102 Duffy Avenue, Hicksville, NY 11801 ● Phone: (516) 683-4420 ● flagstar.com NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino (516) 683-4286 FLAGSTAR BANK EXTENDS JOSEPH OTTING’S TERM AS CEO AND ANNOUNCES EXECUTIVE LEADERSHIP UPDATES Joseph Otting’s Employment Agreement in His Role as CEO Extended Through March 2028 Richard Raffetto and Lee Smith Named Co-Presidents and Co-Chief Operating Officers with Expanded Responsibilities Bao Nguyen Named Chief Legal Officer and Chief Operating Officer for Consumer and Retail Banking Sydney Menefee Named Chief Audit Executive Peter Sullivan Named General Counsel HICKSVILLE, N.Y., May 18, 2026 – Flagstar Bank, N.A. (NYSE: FLG) (the “Bank”) today announced several leadership updates which further strengthen the Bank’s executive management team and support the continued execution of its long-term strategic plan, senior executive development, and succession planning. The Board of Directors has approved a one-year extension of Executive Chairman and Chief Executive Officer Joseph M. Otting’s employment agreement in his role as CEO through March 6, 2028. This decision reflects the Board’s confidence in his leadership, the Bank’s return to profitability, and its commitment to ensuring stability and continuity, as the Bank continues to transform into a high-performing regional bank. In addition, Richard Raffetto and Lee Smith will serve as Co-Presidents and Co-Chief Operating Officers, effective immediately. In their expanded roles, Messrs. Raffetto and Smith will assume additional leadership responsibilities across key operational and strategic functions, further enhancing organizational alignment and continuing momentum across the Bank’s business lines. As part of these planned changes, Mr. Otting will relinquish the title and role of President, while continuing to serve as Executive Chairman and Chief Executive Officer. “This transition is a natural next step in the long-term maturity of Flagstar and capitalizes on the depth of talent we have built across our organization,” said Joseph M. Otting, Executive Chairman and Chief Executive Officer. “By expanding Rich’s and Lee’s roles and elevating them to Co-Presidents and Co-Chief Operating Officers, we are promoting their development and benefiting from the deep bench of talent here while positioning the Bank to execute on our strategic plan. I remain fully committed to leading the organization as CEO and Executive Chairman, and I am confident this structure will strengthen our ability to deliver value and exceptional service for our shareholders, employees, customers, and communities.” Messrs. Raffetto and Smith have each held senior leadership positions within the Bank and bring extensive experience to these expanded roles. Mr. Raffetto will become the Bank’s Chief Banking Officer and will lead all commercial lending and relationship banking verticals, including commercial real estate, as well as consumer banking and private banking.Mr. Smith will remain Chief Financial Officer overseeing accounting and finance, treasury, investor relations, corporate real estate and vendor management, and mortgage banking. In addition, he will now have oversight for human resources, information technology, and operations. Both Messrs. Smith and Raffetto will continue to report to the CEO and work closely with the Board of Directors to support the Bank’s long-term strategic vision. The Bank also announced the following additional leadership changes, also effective immediately. Bao Nguyen, currently General Counsel and Chief of Staff, will become the Bank’s Chief Legal Officer and remain Chief of Staff, reporting to the CEO. The Bank’s General Counsel as well as the strategic planning, regulatory affairs, and community investment functions will report to Mr. Nguyen. He will add the new role of Chief Operating Officer for Consumer and Retail Banking and in this capacity, he will work with Reggie Davis, who will continue to lead Flagstar’s consumer and retail banking business. With the changes in Mr. Nguyen’s responsibilities, Peter Sullivan will become the Bank’s General Counsel and assume day-to-day management of the legal department. In addition, Sydney Menefee will shift from leading Strategic Capital & Financial Management to the role of Chief Audit Executive by the end of June, reporting to the Chair of the Audit Committee and the CEO. Flagstar Bank, N.A. Flagstar Bank, N.A. is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At March 31, 2026, the Bank had $87.1 billion of assets, $60.7 billion of loans, deposits of $66.8 billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 340 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast.Cautionary Statements Regarding Forward-Looking Language This press release may include forward-looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to our recent holding company reorganization, which was completed in October 2025 (the "Reorganization"), our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of our preferred stock; (k) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; and (n) the impact of the 2024 sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward-looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward-looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward-looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of the Reorganization; changes in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; changes in competitive pressures among financial institutions or from non-financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the impact of changing political conditions or federal government shutdowns; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures ordisruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management's attention from ongoing business operations and opportunities; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, and in other SEC reports we file. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our securities disclosure filings, which are accessible on our website, on the OCC's website at www.occ.gov and on the SEC’s website, www.sec.gov.
18 May
8-K
Results of Operations and Financial Condition
24 Apr
8-K
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
27 Mar
8-K
102 Duffy Avenue, Hicksville, NY 11801 ● Phone: (516) 683 -4420 ● flagstar.com NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino (516) 683-4286 FLAGSTAR BANK, N .A. ANNOUNCES JUNE 9TH DATE FOR ITS 202 6 ANNUAL MEETING OF SHAREHOLDERS HICKSVILLE, N.Y., February 2 7, 202 6 – Flagstar Bank, N.A. (NYSE: FLG ) (the "Bank ”) today announced that Tuesday , June 9, 2026, has been established as the date of its 202 6 Annual Meeting of Shareholders. The meeting will be held in a virtual format only, via live webcast, beginning at 10:00 a.m. Eastern Time. The record date for voting at the Annual Meeting has been set as April 10, 202 6. Shareholders of the Bank as of the record date will be entitled to receive notice of, and vote at, the Annual Meeting. Further details regarding the Annual Meeting, including how to participate in the Annual Meeting, will be included in the Bank’s Proxy Statement and Notice of Annual Meeting of Shareholders that will be sent to share holders and also filed with the Office of the Comptroller of the Currency (“OCC”) and made available on its website at www.occ.gov . We also voluntarily file with the Securities and Exchange Commission (“SEC”) , and our filings there may be found at www.sec.gov . Details on the Annual Meeting will also be made available on the Bank’s website at ir. flagstar .com. Flagstar Bank, N.A. Flagstar Bank, N.A. is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At December 31, 2025, the Bank had $87.5 billion of assets, $61.0 billion of loans, deposits of $66.0 billion, and total stockholders' equ ity of $8.1 billion. Flagstar Bank, N.A. operates approximately 340 locations across ten states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast -growing market s in Florida and the West Coast. Cautionary Statements Regarding Forward -Looking Statements This release may include forward ‐looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, r isk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans a nd associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) ourability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to our recent holding company reorganization, which was completed in October 2025 (the "Reorganization"), our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC -assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards wit h respect to governance and risk management programs to which we are subject as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our past material weaknesses in internal c ontrol over financial reporting; (j) the conversion or exchange of shares of our preferred stock; (k) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (l) th e availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; and (n) the impact of the 2024 sale of our mortgage servicing op erations, third party mortgage loan origination business, and mortgage warehouse business. Forward ‐looking statements are typically identified by such words as “believe, ” “expect, ” “anticipate, ” “intend, ” “outlook, ” “estimate, ” “forecast, ” “project, ” “should, ” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Accordingly, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Further , forward ‐looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward ‐looking statemen ts. Our forward ‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; c hanges in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies an d our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of the Reorganization; changes in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; changes in competitive pressures among financial institutions or from non ‐financial institutions; changesin legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact o n the areas in which we conduct business; the impact of changing political conditions or federal government shutdowns; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigation s or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management programs to which we are subject as a natio nal bank with assets of $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, internationa l military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward -looking statements are also subject to the following pri ncipal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC -assisted transaction, which was completed in Mar ch 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management's attention from ongoing business operations and opportunities; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10 ‐K for the year ended December 31, 2025 and in other securities reports that we file. Our forward ‐looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, during investor presentations, or in our securities disclosure filings, which are accessible on our website , on the OCC’s website at www.occ.gov and on the SEC ’s websit e, www.sec.gov.
27 Feb
8-K
Fourth Quarter 2025 Results January 30, 202624th Quarter 2025 Cautionary Statement Forward-Looking Information This earnings presentation and the associated conference call may include forward‐looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to our recent holding company reorganization, which was completed in October 2025, our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards with respect to governance and risk management which we are subject to as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of our preferred stock; (k) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; and (n) the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward‐looking statements. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of our recently completed holding company reorganization transaction; changes in our Board of Directors or executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; changes in competitive pressures among financial institutions or from non‐financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the impact of changing political conditions; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management which we are subject to as a national bank with assets $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10‐K for the year ended December 31, 2024, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in other SEC reports we file. Our forward‐looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov.34th Quarter 2025 Management Focus Areas Transformation Strategy Produced Clear Results Restoring Profitability Grew C&I $343 million, or 2% QoQ; reflects execution on growth initiatives; second consecutive quarter of net C&I growth Grew C&I primary bank relationships and regional markets/focus industry presence Continue to hire additional talent Deploy expanded product offerings and capabilities into middle market, corporate, and specialized industry verticals Execute on C&I and Private Bank Growth Initiatives Lower provision for credit losses Net charge-offs down $27 million driving the net charge-off ratio down 16 basis points to 30 basis points NALs down 8% Criticized and classified loans decreased $2.9 billion, or 19% compared to December 31, 2024, and decreased $330 million, or 3% compared to the prior quarter Proactive Management of CRE Portfolio Continue reduction in CRE exposure CRE concentration ratio declined to 381% from 405% in prior quarter Multi-family and CRE par payoffs of $1.8 billion with 50% being substandard Multi-family loans held- for-investment down $1.5 billion, or 5% QoQ CRE down $0.8 billion, or 8% QoQ Credit Improvement Returned to profitability Delivered quarterly adjusted operating leverage of close to 900 basis points Grew adjusted PPNR to $65 million, a $45 million increase compared to prior quarter Continued NIM expansion; further reduced funding costs Disciplined cost controls driving stable expenses(1) Improve Earnings Profile 1 2 3 4 See cautionary statements on page 2 | See notes on page 2944th Quarter 2025 Improved Earnings Profile Returned bank to profitability NIM expansion (CQ +41bps v. PYQ) | downward deposit repricing (CQ -85bps v. PYQ) Moderated credit costs Reduced operating expenses(1) by almost $700 million, or 26% through operational efficiencies Executed on C&I and Private Bank Growth Initiatives Grew market presence and primary bank relationships Deployed expanded product offerings and capabilities into middle market, corporate, and specialized industry verticals Proactively Managed CRE Portfolio • Continued reduction in CRE concentration (12/31/25 at 381%, or -62pp v. 12/31/24) • Opportunistic loan sales to reduce NPLs Credit Normalization • Lower NCOs (2025 NCO ratio 55bps, down 61bps v. PY) and provision for credit losses • Slowdown of new problem loan formation Assembled a Strong Management Team and Board of Directors Invested in Key Growth and Risk Management Initiatives Strengthened Capital Position and Improved Funding Profile Increased CET1 ratio over 280 basis points during the year Significantly reduced wholesale funding and brokered deposits Executed Robust Loan Portfolio Review Supplemented reserve build with additional charge-offs Utilized payoffs and loan sales to reduce problem loan exposure Improved Profitability Executed expense optimization plan Reduced funding costs Disciplined Execution of Key Initiatives Driving Growth in 2026 See cautionary statements on page 2 | See notes on page 29 2026 (Growth & Sustainability) 2025 (Transformation) 2024 (Transitional) Strengthen Earnings Power Full year of profitability with meaningful diluted EPS growth Deliver positive operating leverage Continued NIM expansion and +20% net interest income growth Continued Focus on Operating Expense(1) Control Continued Improvement in Credit Quality Reduction in nonaccrual loans Proactively reduce CRE portfolio through pay payoffs and opportunistic loans sales Lower NCOs and overall reduction in criticized and classified loans Drive non-CRE Loan Growth Further Diversifying the Balance Sheet Generate Deposit Growth While Maintaining Disciplined Pricing 54th Quarter 2025 Disciplined execution of strategic plan has solidified the balance sheet and positioned the bank well as focus shifts to driving further diversification and scaling of growth-oriented business lines 9.1% 12.8% 12/31/23 12/31/25 Strengthened Balance Sheet Wholesale Borrowings to Total Assets Target operating range 10.5-11.5% 17.8% 12.7% 12/31/23 12/31/25 -501 bps Cash & Securities to Total Assets 18.1% 24.7% 12/31/23 12/31/25 +660 bps Allowance for Credit Losses to LHFI 1.23% 1.79% 12/31/23 12/31/25 +56 bps Common Equity Tier 1 Ratio +379 bps Key Balance Sheet Metrics Improved Since Beginning of 202464th Quarter 2025 $170 $191 $319 $272 $364 $114 $129 $78 $26 $1 $223 $327 $624 $885 $1,195 $122 $186 $520 $511 $542 $769 $1,208 $1,704 $2,071 12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Equipment Finance Asset-Based Lending Specialized Industries Corporate & Regional Commercial Commercial Banking Overview | Momentum in Focus Areas New and Increased C&I Loan Commitments $ in millions New and Increased C&I Loan Originations $ in millions $170 $191 $319 $272 $364 $153 $210 $248 $33 $1 $319 $483 $1,076 $1,273 $1,844 $148 $163 $243 $795 $817 $789 $1,046 $1,887 $2,373 $3,026 12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Equipment Finance Asset-Based Lending Specialized Industries Corporate & Regional Commercial Strategic focus areas up $300 million, or 21% QoQ Strategic focus areas up $593 million, or 29% QoQ Momentum in strategic focus areas continued with new and increased loan commitments and originations up $593 million, or 29% and $300 million, or 21%, respectively when compared to prior quarter. Pipeline at $1.5 billion in commitments $3574th Quarter 2025 Commercial Banking Overview | Momentum in Focus Areas Two-pronged strategy gaining momentum driving total commercial and industrial loans higher by $343 million, up 2.3% vs. the prior quarter, or over 9% annualized Growth led by Specialized Industries and Regional Commercial and Corporate Banking with end of period loans at 12/31/25 increasing $1.5 billion, up 31.4% vs. the prior quarter C&I Loans HFI at 12/31/2025 ($ in millions) 12/31/25 Change QoQ ($) Change QoQ (%) Change YTD ($) Change YTD (%) Specialized Industries(1) $4,361 $1,132 35.1% $2,254 107.0% Corporate/Regional Commercial Banking $1,806 $344 23.5% $805 80.3% Equipment Finance(2) $3,489 ($149) (4.1%) ($695) (16.6%) Asset-Based Finance(1)(3) $3,129 ($513) (14.1%) ($1,090) (25.8%) Mortgage Finance $654 ($435) (40.0%) ($1,093) (62.6%) Other $1,776 ($35) (2.0%) ($339) (16.0%) Total C&I $15,217 $343 2.3% ($159) (1.0%) See notes on page 2984th Quarter 2025 $(0.40) $(0.23) $(0.14) $(0.07) $0.06 Diluted Earnings Per Share | Return to Profitability Adjusted Diluted EPS Trends (Quarterly) Reflects EPS Guidance Range $0.65 - $0.70 $1.90 - $2.00 +43% +39% +50% 4Q’24 1Q’25 2Q’25 3Q’25 4Q’25 FY’26 FY’27 +186% FY’25 $(0.37) See cautionary statements on page 2 | See notes on page 29 Adjusted Diluted EPS Trends (Annually) FY’24 $(2.68) Successful execution of strategic plan has resulted in the Bank’s return to profitability during the quarter (1) (1)94th Quarter 2025 Note: $ in millions except share data. Please note that columns of data may not add due to rounding. Quarterly Performance QUARTERLY PERFORMANCE Reported 4Q 2025 Notable Items Adjusted 4Q 2025 Net interest income $467 $ - $467 Non-interest income 90 (9) 81 Total revenue $557 $(9) $548 Total non-interest expense 509 (21) 488 Pre-provision net revenue $48 $12 $60 Provision for credit losses 3 - 3 Pre-tax income $45 $11 $57 Income tax expense 16 3 19 Net income $29 $8 $38 Net income attributable to common stockholders $21 $8 $30 Diluted earnings per common share $0.05 $0.02 $0.06 Notable Items 4Q’25 • Noninterest income - $9 million from fair value gain on investment security • Noninterest expense - $17 million in merger-related expenses and $4 million from severance104th Quarter 2025 Forecast Update ($ in millions, except per share data) 2026 2027 Net Interest Income $2,150 – $2,200 $2,800 – $2,900 Net Interest Margin 2.40 – 2.60% 2.80 – 2.90% Provision for Loan Losses $200 – $250 $150 - $200 Noninterest Income $325 – $365 $410 – $450 Adjusted Operating Expense(2) $1,750 – $1,800 $1,650 – $1,700 Net Income $300 – $350 $900 – $1,000 Long-Term Targets ROAA : 1%+ ROATCE: 11-12% CET1 Ratio: 10.5-11.5% See cautionary statements on page 2 | See notes on page 29 ($ in millions, except per share data) 2026 2027 Diluted Adjusted EPS(1) $0.65 – $0.70 $1.90 –$2.00 Efficiency Ratio(2) 65 – 70% ~50% ROAA 0.30 – 0.40% 0.90 – 1.00% ROATCE 4.00 – 4.50% 11.25 – 11.75% TBV Per Share(3) $16.00 – $16.50 $18.25 – $18.75 Tax Rate ~32% ~28%114th Quarter 2025 Delivering Organic Growth and Balance Sheet Diversification Expected Outlook on Balance Sheet Growth See cautionary statements on page 2 | Note: Change is illustrative, not drawn to scale | See notes on page 29 $87.5B ~8% Growth (1) $93.5 - $95.5B 2026E 2025 Driven by: • ~125 relationship bankers producing ~4 deals/yr • Avg. deal size of ~$25 million • New verticals • New Geographies $ in billions | end of period $6.0 - $7.5B ($3.5 - $5.0B) $2.0 - $3.0B $1.5 - $2.5B Driven by: • Loan growth in residential mortgage, CRE, and other consumer loans Driven by: • Proactive management of cash & securities Driven by: • MF pay-offs C&I Growth Other Loan Growth Cash & Securities Multi-family Run-off124th Quarter 2025 1.73% 1.74% 1.81% 1.91% 2.14% 4Q24 1Q25 2Q25 3Q25 4Q25 FY25 FY26 FY27 4.19% 3.85% 3.74% 3.60% 3.34% 4.50% 4.50% 4.50% 4.25% 3.75% Net Interest Margin | Proactively Managing Higher Net Interest Margin Net interest margin expected to expand in 2026 1. Funding costs expected to decline further in 2026 2. Multi-family loans resetting higher by 300 to 325 bps 3. Growing higher yielding commercial loans 4. Reduction in non-accrual loans Drivers See cautionary statements on page 2 | See notes on page 29 Interest-Bearing Deposit Costs Fed Funds Rate Reflects NIM Guidance Range 1.89% 2.40% - 2.60% 2.80% - 2.90% 2.05%(1)134th Quarter 2025 $556 $485 $460 $457 $462 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25 Noninterest Expense | Disciplined Management Highlights Linked Year: adjusted operating expenses decreased $94 million, or 17% Linked Quarter: adjusted operating expenses increased $5 million, or 1% Reduction in operating expenses reflects management’s commitment to improve efficiency driven by: o impact from strategic initiatives to lower compensation and benefits, o vendor spend, o real estate optimization, o outsourcing and offshoring of certain functions, and o FDIC expense Adjusted Operating Expenses(1) -17% $457 $15 $(4) $(6) $462 3Q'25 Comp & Ben FDIC Exp G&A 4Q'25 Adjusted Operating Expenses Linked Quarter(1) (1) See the reconciliations of these non-GAAP measures with the comparable GAAP measures on page 26 Operating Expenses Linked Year(1) $2,596 $(287) $(144) $(9) $(243) $1,913 FY24 Comp & Ben FDIC O&E G&A FY25 $ in millions $ in millions $ in millions -$683, -26%144th Quarter 2025 11.83% 11.90% 12.32% 12.45% 12.83% 12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Capital | Strong Capital Position CET1 Ratio Target operating range 10.5-11.5% 1. CET1 ratio of 12.83% is top quartile in peer group 2. Significant management action preserved and strengthened capital position 3. Capital priority in near term is to deploy capital to fund organic growth Highlights $1.4B $ in billions CET1 $s in excess of low-end of target range of 10.5%154th Quarter 2025 Balance ($B) 12/31/25 Noninterest-Bearing Demand $12.1 Interest-Bearing Demand $11.6 Money Markets $6.6 Savings $14.9 Retail CDs $14.3 Jumbo CDs $6.6 Total Deposits $66.0 Deposits | Overview Deposit ActivityWell Diversified Deposit Base by Product Deposits decreased $3.2 billion, or 4.6% quarter over quarter primarily driven by reduction in higher cost brokered deposits (-$1.7B) and mortgage escrow deposits (-$1.4B) Brokered deposits down $7.8 billion, or 76.5% compared to December 31, 2024 Managed deposit costs lower with interest-bearing deposit costs down 26 basis points compared to prior quarter and 85 basis points compared to the fourth quarter of 2024 Insured deposits of 80%(1) at 12/31/2025, compared to peer average of 56% HighlightsDeposit Base by Business ($ in billions) 12/31/25 Change QoQ ($) Change QoQ (%) Retail $36.6 $0.4 1.1% Private Bank $17.1 $0.3 1.8% Commercial $7.6 ($0.7) (8.6%) Mortgage $2.1 ($1.4) (39.7%) Treasury $2.6 ($1.7) (40.5%) Total Deposits $66.0 ($3.2) (4.6%) $ in billions $69.2 $(1.7) $(1.4) $66.0 9/30/25 Brokered Deposits Mortgage 12/31/25 See notes on page 29164th Quarter 2025 Commercial Real Estate | Payoffs and CRE Concentration Trends 4Q’25 Payoffs Total Substandard (%) 2025 Payoffs Total Substandard (%) Multi-Family $1.4 billion 53% $4.2 billion 52% Office $116 million 6% $182 million 5% Non-Office CRE $339 million 51% $1.1 billion 41% Total CRE $1.8 billion 50% $5.5 billion 48% CRE payoffs at par of $1.8B with 50% of the payoffs from substandard loans in the fourth quarter CRE Portfolio Payoffs at Par 501% 381% 12/31/23 12/31/25 Total CRE Balances(1) CRE payoffs and paydowns driving significant reduction in total CRE balances and in the concentration ratio -120pp $47.7 $35.7 12/31/23 12/31/25 CRE Concentration Ratio(2) $ in billions -25% See notes on page 29174th Quarter 2025 Multi-Family | Portfolio Overview Highlights Multi-Family portfolio ALLL at 1.89%, among the highest relative to peers(2) | MF ALLL reflects the mix of the company’s loans including the rent-regulated loans MF rent regulated >= 50% ALLL at 3.44% Average loan size of $8.6 million $5.9 billion of MF loans reached a repricing date since the beginning of 2024. Adjusting for the impact of the one large relationship in NAL, close to 90% remain current or paid off Have taken $538 million of net charge-offs since Jan. 2024 $32.0 $31.5 $30.0 $28.8 $27.1 12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Proactively Reducing Multi-Family (MF) Exposure(1) -15% $ in billions 1.9% 1.3% 0.7% 0.6% 0.5% 0.3% Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Multi-Family ALLL Ratio vs Peers(2) $4.7 $8.2 $5.4 $3.5 2026 2027 2028 2029 Option/Contractual Maturity per Year (UPB)(1) $ in billions % Reflects WAC See notes on page 29 3.53% 3.73% 4.66%4.26%184th Quarter 2025 Portfolio Characteristics Loan Resets Book Balance Average Balance Occ Rate Current LTV Amortizing DSCR Repriced Reset < 18 Months Repriced or < 18 Months Market & <50% $ 5,452 $ 5.1 98% 48% 1.18x 66% 19% 85% >=50% RR 9,156 5.8 98% 70% 1.28x 46% 31% 77% Total NYC $ 14,608 $ 5.5 98% 61% 1.24x 53% 37% 80% NYC >=50% RR Pass Rate $ 4,844 $ 6.1 98% 62% 1.52x 39% 27% 66% Criticized + Classified 4,311 5.4 97% 78% 1.02x 54% 36% 90% Total >=50% RR $ 9,156 $ 5.8 98% 70% 1.28x 46% 31% 77% Multi-Family | New York City (NYC) Portfolio Details NYC Multi-Family Portfolio (as of 12/31/2025) $ in millions (3) (1) (2) Location Breakdown >=50% RR $ in millions (4) $9,156B Manhattan $1,995, 20.8% Queens $1,363, 14.2% Staten Island $33, 0.3% Brooklyn $3,605, 37.6% Bronx $2,595, 27.1% $1.9 $2.9 $1.5 $1.3 2026 2027 2028 2029 Option/Contractual Maturity per Year (UPB)(5) $ in billions % Reflects WAC >=50% RR See notes on page 29 3.45% 3.59% 5.43%4.57%194th Quarter 2025 Loan Review Credit Metrics Book Balance Recent Appraisal Financials Reviewed ACL % to Loans NCOs Nonaccrual Loans Market & <50% $ 5,452 36% 97% 1.25% $ 20 $ 241 >=50% RR 9,156 42% 97% 3.57% 355 1,876 Total NYC $ 14,608 40% 97% 2.70% $ 375 $ 2,117 NYC >=50% RR Pass Rate $ 4,844 15% 99% 1.77% $ - Criticized + Classified 4,311 73% 95% 5.59% 355 Total >=50% RR $ 9,156 42% 97% 3.57% $ 355 Multi-Family | New York City (NYC) Credit Details NYC Multi-Family Portfolio (as of 12/31/2025) $ in millions (3) (1) (2) Proactive management of rent regulated portfolio Criticized + classified ACL coverage of 5.59% $375 million of net charge-offs since Jan. 2024 for loans remaining in the portfolio $1.7 billion in payoffs since beginning of 2024; 58% from substandard Rigorous loan review performed on portfolio supports current LTVs and amortizing DSCRs 97% of rent regulated loans have gone through extensive financial review since 1/1/2024 73% of criticized + classified loans have had an appraisal since 1/1/2024 Criticized + Classified Loans(5) $ in millions (4) (7) NALs Special Mention + Substandard Total $ % $ % $ % Balance $ 2,226 $ 2,440 $ 4,666 Less: NCOs 355 15.94% -- 0.00% 355 7.60% Book Balance $ 1,871 $ 2,440 $ 4,311 ACL $ 91 4.86% $ 150 6.14% $ 241 5.59% (6) Observations See notes on page 29204th Quarter 2025 9/30/2025 12/31/2025 ($ in millions) Allowance ALLL % Allowance ALLL % Change in ALLL % Multi-Family (MF) $558 1.83% $549 1.89% 6 bps MF Rent Regulated >=50% (excl. Co-op) $343 3.05% $361 3.44% 39 bps MF at Market and Rent Regulated <50% (excl. Co-op) $204 1.16% $177 1.07% (9) bps Co-op $11 0.58% $11 0.59% 1 bps CRE $227 3.04% $204 2.96% (8) bps Office (ex. Owner-Occupied) $122 5.43% $102 4.90% (53) bps Non-Office (incl. Owner-Occupied) $105 2.02% $102 2.12% (10) bps Construction & Development $22 0.97% $20 1.01% 4 bps C&I (incl. Office Owner-Occupied) $163 1.07% $156 1.00% (7) bps 1-4 Family $34 0.62% $35 0.62% -- bps Home Equity $59 4.06% $59 4.15% 9 bps Consumer and Other $8 4.19% $7 4.24% 5 bps Total Loans HFI and Allowance for Loan Losses $1,071 1.71% $1,030 1.70% (1) bps Unfunded Commitment Reserve $57 $55 Total Allowance for Credit Losses $1,128 1.80% $1,085 1.79% (1) bps Asset Quality | Allowance for Credit Loss Detail214th Quarter 2025 $14.9 $14.0 $12.7 $12.4 $12.1 12/31/24 3/31/25 6/30/25 9/30/25 12/31/25 Asset Quality Criticized + Classified Loans (including LHFS)(1) Total Non-accrual Loans (including LHFS) Highlights Criticized + classified loans decreased $2.9 billion, or 19% compared to December 31, 2024 Criticized + classified loans decreased $330 million, or 3% compared to the prior quarter Non-accrual loans were down $267 million to $3.0 billion; 34% of NALs are performing Net charge-offs to average loans declined to 30 basis points(2) for the fourth quarter 2025 Net Charge-offs to Average Loans(2) 1.26% 1.23% 0.68% 0.46% 0.30% 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25 $3,272 $3,005 9/30/25 12/31/25 $ in millions$ in billions -8%-19% See notes on page 29224th Quarter 2025 12/31/2023 CRE Balance Par Payoffs NCOs Other Commercial Real Estate Portfolio Significant De-Risking and Proactive Management of CRE Exposure See notes on page 29 CRE De-Risking, Solid Reserve Coverage, and High Par Payoffs on Substandard Loans Demonstrate a Proactive Approach to Managing CRE Exposure $50.6 ($9.0) $ in billions $38.3 ($1.0) ($2.3) Since January 2024 $s in billions Par Payoffs Sub- Standard % Multi-Family $6.6 48% Office $0.3 45% Non-Office CRE $2.0 31% Total CRE $9.0 44% 12/31/2025 CRE Balances $2.8 / 7% $26.9 / 70% $2.4 / 6% $6.2 / 16% (2) (1) (1) Pass Special Mention Substandard Nonaccrual 6.84% Reserves / Non-Pass CRE Loans 2.04% CRE ACL / LHFI 1.40% CRE ACL / LHFIAppendix244th Quarter 2025 Specialized Industries | Value-creation Strategy Focused Strategy and Competitive Differentiators Strategy Delivering Results Public & Nonprofit Finance Power & Renewables Sponsor Finance Sports Technology, Media & Communications Asset-Based Lending Dealer Finance Entertainment Environmental Services Equipment Finance Franchise Finance Funds Finance Healthcare Inst’l Bkg Solutions Insurance Lender Finance Mortgage Finance Oil & Gas Diverse Lending Verticals National model | Fast decisioning Focused on serving the unique needs of specific industries Expanded and strengthened product offerings and capabilities Hiring senior, mid-career bankers possessing deep industry expertise from other regional and large banks with a proven track record of successfully building a C&I business $223 $327 $624 $885 $1,195 $319 $483 $1,076 $1,273 $1,844 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25 New Loan Originations New Credit Commitments Commitments and Originations Retail Branch Private Bank 4Q’25 new credit commitments of $1.8 billion, up $571 million, or 45% compared to the prior quarter 4Q’25 new loan originations of $1.2 billion, up $310 million, or 35% compared to the prior quarter Added 61 new relationships in 2025 Doubled the number of Specialized Industries bankers YTD Plan to add up to an additional 20 Specialized Industries bankers in 2026 Specialized Industries Hub $s in millions254th Quarter 2025 Regional Commercial & Corporate Banking | Value-creation Strategy Focused Strategy and Competitive Differentiators Strategy Delivering Results NY CT NJ WI MI IN OH Relationship based national corporate banking focus on diverse industries Building a robust middle market commercial banking franchise in all four of Flagstar’s key geographies Focus on companies with revenues greater than $50MM while delivering expanded and strengthened product offerings and capabilities with senior bankers, quick decisioning and access to key executive leaders as our core competitive advantage Hiring senior, mid-career bankers from other regional and large banks who possess deep local business relationships with a proven track record of successfully building a C&I business 4Q’25 new credit commitments and new loan originations remained strong at $817 million and $511 million, respectively Added 104 new relationships in 2025 Doubled the number of Regional Commercial & Corporate bankers YTD Plan to add up to an additional 20 Regional Commercial & Corporate bankers 2026 $35 $122 $186 $520 $511 $148 $163 $243 $795 $817 4Q'24 1Q'25 2Q'25 3Q'25 4Q'25 New Loan Originations New Credit Commitments Great Lakes NYC Metro Southwest Southeast Key Geographies Retail Branch Private Bank Commitments and Originations CA AZ Commercial Hub $s in millions264th Quarter 2025 Note: $ in millions except share data. Please note that columns of data may not add due to rounding. Reconciliations of GAAP and Non-GAAP Measures Adjusted Noninterest Expense 4Q 2024 1Q 2025 2Q 2025 3Q 2025 4Q 2025 Noninterest expense $718 $532 $513 $522 $509 Less: Intangible asset amortization 31 28 27 26 26 Less: Merger-related and restructuring expenses 11 8 14 17 17 Less: Severance costs 31 -- 2 8 4 Less: Litigation settlement -- -- -- 14 -- Less: Lease cost acceleration related to closing branches 77 6 7 -- -- Less: Trailing mortgage sale costs with Mr. Cooper 12 5 3 -- -- Adjusted operating expense $556 $485 $460 $457 $462 Adjusted Noninterest Expense 2024 2025 Noninterest expense $2,838 $2,076 Less: Intangible asset amortization 136 107 Less: Merger-related and restructuring expenses 106 56 Operating expense $2,596 $1,913274th Quarter 2025 Note: $ in millions except share data. Please note that columns of data may not add due to rounding. Reconciliations of GAAP and Non-GAAP Measures Tangible Book Value Per Common Share 12/31/2025 Total stockholders equity $8,144 Less: Core deposit and other intangibles 381 Less: Preferred stock 503 Tangible common stockholders equity (A) $7,260 Common shares outstanding (B) 415,982,036 Dilution Impact of Warrants 43,034,154 Common shares outstanding, incl. Warrants (C) 459,016,190 Tangible book value per common share (A / B) $17.45 Tangible book value per common share (A / C) $15.82284th Quarter 2025 Bank Ticker Citizens Financial CFG Fifth Third Bancorp FITB First Citizens Banc. FCNC.A First Horizon FHN Huntington Banc. HBAN KeyCorp KEY M&T Bank MTB Pinnacle Financial Partners PNFP Regions Financial RF Valley National VLY Webster Financial WBS Western Alliance WAL Zions Bancorp ZION Peer Group294th Quarter 2025 Notes Slide 3 1. Excludes impact from intangible asset amortization, merger-related expenses, and other adjustments Slide 4 1. Excludes impact from intangible asset amortization, merger-related expenses, and other adjustments Slide 7 1. Prior quarter includes reclass of approximately $450 million from Specialized Industries to Asset-Based Finance category. 2. Previously called Flagstar Financial & Leasing 3. Previously called Specialty Finance Slide 8 1. Includes warrants and options – warrant and options dilution calculated using the treasury stock method with projected share price based on a 1.0x tangible book value multiple Slide 10 1. Includes warrants and options – warrant and options dilution calculated using the treasury stock method with projected share price based on a 1.0x tangible book value multiple 2. Excludes impact from intangible asset amortization and merger-related expenses 3. Includes warrants – warrant options dilution calculated using the treasury stock method with projected share price based on a 1.0x tangible book value multiple Slide 11 1. Reflects mid-point of guidance range Slide 12 1. Reflects net interest margin adjusted for $20.5 million hedge benefit Slide 15 1. Excludes collateralized deposits and excludes internal deposits. Slide 16 1. Total CRE excludes $2.6 billion of owner-occupied CRE 2. Calculated as: Total CRE balances (excluding $2.6 billion of owner occupied CRE) / (Tier 1 Capital + Allowance for Loans & Lease Losses) Slide 17 1. Reflects Multi-family UPB excluding Co-op loans 2. Northeast Multi-Family peers include banks with disclosed Multi-Family ALLL ratios: BPOP and EWBC as of 12/31/25, FFIC as of 9/30/2025 and BBT and DCOM as of 12/31/24 Slide 18 1. Current LTV is calculated by dividing the most recent appraised value by the current loan amount 2. Amortizing DSCR includes hypothetical amortization for deals in interest-only periods 3. Reflects rent regulated percent based on units at origination 4. Risk rated special mention or substandard Slide 19 1. Reflects percent of appraisals received based on book balance since 1/1/2024 2. Reflects financials reviewed in last 18 months as a percent of book balance | 3. Reflects rent regulated percent based on units at origination 4. Risk rated special mention or substandard 5. Reflects ACL coverage ratio at 12/31/2025 and all NCOs taken on loans in the portfolio at 12/31/2025 6. Sum of book balance plus net charge-offs 7. Defined as >=50% units are rent regulated Slide 21 1. Shown on UPB basis and excludes one-to-four family residential loans and other loans, which primarily includes HELOCs 2. Presented on an annualized basis Slide 22 1. Includes owner-occupied CRE 2. Includes dispositions, loan amortization, and other balance reductions
30 Jan
8-K
Results of Operations and Financial Condition
30 Jan
8-K
Director/Officer Changes & Compensatory Arrangements
3 Nov 2025
8-K
Third Quarter 2025 Results October 24, 202523rd Quarter 2025 Cautionary Statement Forward-Looking Information This earnings presentation and the associated conference call may include forward‐looking statements by us and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to the Reorganization, our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to comply with the heightened regulatory standards with respect to governance and risk management which we are subject to as a national bank with assets of $50 billion or more; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of our preferred stock; (k) the payment of dividends on shares of our capital stock, including adjustments to the amount of dividends payable on shares of our preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; and (n) the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; we do not assume any duty, and do not undertake, to update our forward‐looking statements. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; our ability to achieve the anticipated benefits of the Reorganization; recent turnover in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; changes in competitive pressures among financial institutions or from non‐financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the impact of changing political conditions or federal government shutdowns; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to comply with heightened regulatory standards with respect to governance and risk management which we are subject to as a national bank with assets $50 billion or more; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of our operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management’s attention from ongoing business operations and opportunities; the possibility that we may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10‐K for the year ended December 31, 2024, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and in other SEC reports we file. Our forward‐looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov.33rd Quarter 2025 Management Focus Areas Momentum Continued During Third Quarter 2025 Grew C&I $448 million, or 3% QoQ; reflects execution on growth initiatives resulting in net C&I growth for first time since 4Q’23 Grow primary bank relationships Deploy expanded product offerings and capabilities into middle market, corporate, and 17 specialized lending verticals Continue to hire additional talent Execute on C&I and Private Bank Growth Initiatives Lower provision for credit losses Net charge-offs down $44 million driving the net charge-off ratio down 26 basis points to 46 basis points Slowdown of new problem loan formation Proactive Management of CRE Portfolio Continue reduction in CRE concentration Multi-family and CRE par payoffs of $1.3 billion of which over $540 million substandard Multi-family loans held-for-investment down $1.5 billion, or 4.6% QoQ CRE down $0.5 billion, or 4.4% QoQ Credit Improvement Expanded NIM; further reduced funding costs without full quarter impact of rate cuts Disciplined cost controls driving continued expense reductions(1) Simplified organizational structure with the elimination of the bank holding company Improve Earnings Profile 1 2 3 4 Note: See cautionary statements on page 2 Note 1: Excludes impact from intangible asset amortization and merger-related expenses43rd Quarter 2025 Commercial Banking Overview | Momentum in Focus Areas Two-pronged strategy gaining momentum driving total commercial and industrial loans higher by $448 million, up 3.1% vs. the prior quarter Growth led by Specialized Industries and Regional Commercial and Corporate Banking with end of period loans at 9/30/25 increasing $1.1 billion, up 27.5% vs. the prior quarter C&I Loans HFI at 9/30/2025 ($ in millions) 9/30/25 Change QoQ ($) Change QoQ (%) Change YTD ($) Change YTD (%) Specialized Industries & Corporate/Regional Commercial Bkg $5,142 $1,108 27.5% $1,678 48.4% Specialty Finance $3,193 ($365) (10.3%) ($672) (17.4%) Flagstar Financial & Leasing $3,639 ($184) (4.8%) ($546) (13.1%) Flagstar Public Funding $975 $0 0.0% $2 0.2% MSR Lending $1,089 ($20) (1.8%) ($658) (37.6%) Other $837 ($91) (9.8%) ($306) (26.8%) Total C&I $14,874 $448 3.1% ($502) (3.3%)53rd Quarter 2025 $121 $170 $191 $319 $272 $66 $114 $129 $78 $26 $74 $223 $327 $624 $885 $122 $186 $520 $297 $542 $769 $1,208 $1,704 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 Flagstar Financial & Leasing Specialty Finance Specialized Industries Regional Commercial & Corporate Commercial Banking Overview | Momentum in Focus Areas New and Increased C&I Loan Commitments $ in millions New and Increased C&I Loan Originations $ in millions $121 $170 $191 $319 $272 $62 $153 $210 $248 $33 $109 $319 $483 $1,076 $1,273 $148 $163 $243 $795 $341 $789 $1,046 $1,887 $2,373 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 Flagstar Financial & Leasing Specialty Finance Specialized Industries Regional Commercial & Corporate Strategic focus areas up $595 million, or 73% QoQ Strategic focus areas up $748 million, or 57% QoQ Momentum in strategic focus areas continued with new and increased loan commitments and originations up $748 million, or 57% and $595 million, or 73%, respectively when compared to prior quarter Pipeline at $1.8 billion in commitments, up 51% compared to prior quarter $50$36 $3563rd Quarter 2025 Specialized Industries | Value-creation Strategy Focused Strategy and Competitive Differentiators Strategy Delivering Results Public & Nonprofit Finance Power & Renewables Sponsor Finance Sports Technology, Media & Communications Asset-Based Lending Dealer Finance Entertainment Environmental Services Equipment Finance Franchise Finance Funds Finance Healthcare Institutional Banking Solutions Insurance Lender Finance Oil & Gas Diverse Lending Verticals National model | Fast decisioning Focused on serving the unique needs of specific industries Expanded and strengthened product offerings and capabilities Hiring senior, mid-career bankers possessing deep industry expertise from other regional and large banks with a proven track record of successfully building a C&I business $74 $223 $327 $624 $885 $109 $319 $483 $1,076 $1,273 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 New Loan Originations New Credit Commitments Commitments and Originations Note: $ in millions Retail Branch Private Bank 3Q’25 new credit commitments of $1.3 billion, up $197 million, or 18% compared to the prior quarter 3Q’25 new loan originations of $885 million, up $261 million, or 42% compared to the prior quarter Added 60 new relationships YTD Doubled the number of Specialized Industries bankers YTD Plan to add up to an additional 10 Specialized Industries bankers in the fourth quarter Specialized Industries Hub73rd Quarter 2025 Regional Commercial & Corporate Banking | Value-creation Strategy Focused Strategy and Competitive Differentiators Strategy Delivering Results NY CT NJ WI MI IN OH Relationship based national corporate banking focus on diverse industries Building a robust middle market commercial banking franchise in all four of Flagstar’s key geographies Focus on companies with revenues greater than $50MM while delivering expanded and strengthened product offerings and capabilities with senior bankers, quick decisioning and access to key executive leaders as our core competitive advantage Hiring senior, mid-career bankers from other regional and large banks who possess deep local business relationships with a proven track record of successfully building a C&I business 3Q’25 new credit commitments of $795 million, up $551 million, or 227% compared to the prior quarter 3Q’25 new loan originations of $520 million, up $334 million, or 179% compared to the prior quarter Added 39 new relationships YTD Doubled the number of Regional Commercial & Corporate bankers YTD Plan to add up to an additional 10 Regional Commercial & Corporate bankers in the fourth quarter Note: $ in millions $36 $35 $122 $186 $520 $50 $148 $163 $243 $795 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 New Loan Originations New Credit Commitments Great Lakes NYC Metro Southwest Southeast Key Geographies Retail Branch Private Bank Commitments and Originations CA AZ83rd Quarter 2025 Disciplined execution of strategic plan has solidified the balance sheet and positioned the bank well as focus shifts to driving further diversification and scaling of growth-oriented business lines 9.1% 12.5% 12/31/23 9/30/25 Strengthened Balance Sheet Wholesale Borrowings to Total Assets Target operating range 10.5-11.5% 17.4% 14.4% 12/31/23 9/30/25 -302 bps Cash & Securities to Total Assets 17.7% 25.8% 12/31/23 9/30/25 +802 bps Allowance for Credit Losses to LHFI 1.23% 1.80% 12/31/23 9/30/25 +57 bps Common Equity Tier 1 Ratio +346 bps Key Balance Sheet Metrics Improved Since Beginning of 202493rd Quarter 2025 $(0.69) $(0.40) $(0.23) $(0.14) $(0.07) 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 FY25 FY26 FY27 Diluted Earnings Per Share | Progress Toward Profitability Adjusted Diluted EPS Trends Note: See cautionary statements on page 2 Reflects EPS Guidance Range $0.75 - $0.80 Successful execution of strategic plan has positioned the Bank to return to profitability in the fourth quarter of 2025 $2.10 - $2.20 +42% +43% +39% +50% 3Q’24 4Q’24 1Q’25 2Q’25 3Q’25 FY’26 FY’27 ($0.41 - $0.36) FY’25103rd Quarter 2025 Note: $ in millions except share data. Please note that columns of data may not add due to rounding. Quarterly Performance QUARTERLY PERFORMANCE Reported 3Q 2025 Notable Items Adjusted 3Q 2025 Net interest income $425 $ - $425 Non-interest income 94 (21) 73 Total revenue $519 $(21) $498 Total non-interest expense 522 (39) 484 Pre-provision net (loss) revenue $(3) $18 $15 Provision for credit losses 38 - 38 Pre-tax income $(41) $18 $(24) Income tax (benefit) expense (5) 4 (1) Net (loss) income $(36) $14 $(23) Net (loss) income attributable to common stockholders $(45) $14 $(31) Diluted (loss) earnings per common share $(0.11) $0.04 $(0.07) Notable Items 3Q’25 • Noninterest income - $21 million from fair value gain on investment security • Noninterest expense - $8 million from severance, $14 million of litigation settlement, and $17 million in merger-related expenses113rd Quarter 2025 2025 2026 2027 Diluted Adjusted EPS(1) ($0.41 - $0.36) $0.75 – $0.80 $2.10 –$2.20 Efficiency Ratio(2) 85 – 90% 65 – 70% ~50% ROAA NM 0.30 – 0.40% 0.90 – 1.00% ROATCE NM 4.50 – 5.00% 12.50 – 12.75% TBV Per Share(3) $14.74 – $15.25 $15.50 – $16.00 $17.50 – $18.00 Forecast Update Note: See cautionary statements on page 2 Note 1: Excludes impact from merger-related and other expenses noted in the non-GAAP reconciliation table on page 23 | Note 2: Excludes impact from intangible asset amortization, merger-related expenses, and other adjustments noted in the non-GAAP reconciliation table on page 23 | Note 3: Includes warrants - warrants and options dilution calculated using the treasury stock method with projected share price based on a 1.0x tangible book value multiple ($ in millions, except per share data) 2025 2026 2027 Net Interest Income $1,700 – $1,750 $2,250 – $2,300 $2,900 – $3,000 Net Interest Margin 1.85 – 1.95% 2.40 – 2.60% 2.80 – 2.90% Provision for Loan Losses $225 – $275 $200 – $250 $150 - $200 Noninterest Income $310 – $320 $325 – $365 $410 – $450 Adjusted Operating Expense(2) $1,825 – $1,875 $1,750 – $1,800 $1,650 – $1,700 Tax Rate ~8% ~30% ~29% Long-Term Targets ROAA : 1%+ ROATCE: 11-12% CET1 Ratio: 10.5-11.5%123rd Quarter 2025 FY25 FY26 FY27 1.79% 1.73% 1.74% 1.81% 1.91% 4.37% 4.19% 3.85% 3.74% 3.60% 5.00% 4.50% 4.50% 4.50% 4.25% 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 Net Interest Margin | Proactively Managing Higher Net Interest Margin Net interest margin expected to modestly move higher in 4Q’25 1. Funding costs expected to decline further in 4Q’25 2. Multi-family loans resetting higher 300 to 350 bps 3. Growing higher yielding commercial loans 4. Reduction in non-accrual loans Drivers Note: See cautionary statements on page 2 Interest-Bearing Deposit Costs Fed Funds Rate Reflects NIM Guidance Range 1.85% - 1.95% 2.40% - 2.60% 2.80% - 2.90%133rd Quarter 2025 $656 $556 $485 $460 $457 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 Noninterest Expense | Disciplined Management Highlights Linked Year: adjusted operating expenses decreased $199 million, or 30% Linked Quarter: adjusted operating expenses decreased $3 million, or 1% Linked year decrease of $199 million equates to approximately $800 million in annualized expense reductions Reduction in operating expenses reflects management’s commitment to improve efficiency driven by the impact from strategic initiatives to lower compensation and benefits, vendor spend, real estate optimization, outsourcing and offshoring of certain functions, and FDIC expense Annualized 3Q’25 adjusted operating expense is $1,828 million Adjusted Operating Expenses(1) -30% $460 $(12) $9 $457 2Q'25 FDIC Exp G&A 3Q'25 Adjusted Operating Expenses Linked Quarter(1) Note 1: See the reconciliations of these non-GAAP measures with the comparable GAAP measures on page 23 Adjusted Operating Expenses Linked Year(1) $656 $(82) $(62) $(13) $(42) $457 3Q'24 Comp & Ben FDIC Exp O&E G&A 3Q'25 $ in millions $ in millions $ in millions143rd Quarter 2025 10.76% 11.83% 11.90% 12.32% 12.45% 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 Capital | Strong Capital Position CET1 Ratio Target operating range 10.5-11.5% 1. CET1 ratio of 12.45% is top quartile in peer group 2. Significant management action preserved and strengthened capital position 3. Capital priority in near term is to deploy capital to fund organic growth Highlights153rd Quarter 2025 Balance ($B) 9/30/25 Noninterest-Bearing Demand $11.9 Interest-Bearing Demand $13.4 Money Markets $6.7 Savings $14.8 Retail CDs $15.2 Jumbo CDs $7.1 Total Deposits $69.2 Deposits | Overview Deposit ActivityWell Diversified Deposit Base by Product Deposits decreased $0.6 billion, or 0.9% quarter over quarter primarily driven by $2.0 billion lower brokered deposits, partially offset by $1.4 billion higher commercial deposits and mortgage escrows Brokered deposits down $6.1 billion, or 59.8% year-to-date Continue to manage deposit costs lower with interest- bearing deposit costs down 14 basis points compared to prior quarter HighlightsDeposit Base by Business ($ in billions) 9/30/25 Change QoQ ($) Change QoQ (%) Retail $36.2 ($0.1) (0.3%) Private Bank(1) $16.8 $0.1 0.6% Commercial & Premier(1) $8.3 $1.0 14.1% Mortgage $3.5 $0.4 12.8% Treasury $4.3 ($2.0) (31.8%) Total Deposits $69.2 ($0.6) (0.9%) $ in billions $69.7 $(2.0) $1.4 $69.2 6/30/25 Brokered Deposits Commercial & Mortgage 9/30/25 Note 1: Prior period balances were adjusted for a reclass between the segments totaling $1.0 billion163rd Quarter 2025 Commercial Real Estate | Payoffs and CRE Concentration Trends 3Q’25 Payoffs Total Substandard (%) YTD’25 Payoffs Total Substandard (%) Multi-Family $947 million 43% $2.8 billion 51% Office $12 million 0% $70 million 3% Non-Office CRE $332 million 41% $738 million 36% Total CRE $1.3 billion 42% $3.6 billion 47% CRE payoffs at par of $1.3B with 42% of the payoffs from substandard loans in the third quarter CRE Portfolio Payoffs at Par 501% 407% 12/31/23 9/30/25 Total CRE Balances(1) CRE payoffs and paydowns driving significant reduction in total CRE balances and in the concentration ratio -94pp $47.7 $38.2 12/31/23 9/30/25 CRE Concentration Ratio(2) $ in billions -20% Note 1: Total CRE excludes $2.6 billion of owner-occupied CRE Note 2: Calculated as: Total CRE balances (excluding $2.6 billion of owner occupied CRE) / (Tier 1 Capital + Allowance for Loans & Lease Losses)173rd Quarter 2025 Multi-Family | Portfolio Overview Highlights Multi-Family portfolio ALLL at 1.83%, among the highest relative to peers(2) | MF ALLL reflects the mix of the company’s loans including the rent-regulated loans MF rent regulated >= 50% ALLL at 3.05% Average loan size of $8.6 million $4.9 billion of MF loans reached a repricing date since the beginning of 2024. Adjusting for the impact of the one large relationship in NAL, over 95% remain current or paid off Have taken $525 million of net charge-offs since Jan. 2024 $33.1 $32.0 $31.5 $30.0 $28.8 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 Proactively Reducing Multi-Family (MF) Exposure(1) -13% Note 1: Reflects Multi-family UPB excluding Co-op loans Note 2: Northeast Multi-Family peers include banks with disclosed Multi-Family ALLL ratios: BPOP and EWBC as of 9/30/25, FFIC as of 6/30/2024 and BBT and DCOM as of 12/31/24 $ in billions 1.8% 0.6% 0.6% 0.5% 0.4% 0.3% Peer 1 Peer 2 Peer 3 Peer 4 Peer 5 Multi-Family ALLL Ratio vs Peers(2) $1.3 $5.0 $8.4 $13.8 4Q'25 2026 2027 2028+ Option/Contractual Maturity per Year (UPB)(1) $ in billions 4.40% 3.59% 3.79% 4.66% % Reflects WAC183rd Quarter 2025 Portfolio Characteristics Loan Review Credit Metrics Book Balance Average Balance Occ Rate Current LTV Amort DSCR Recent Appraisal Financials Reviewed ACL % to Loans NCOs Nonaccrual Loans Market & <50% $ 6,214 $ 5.4 99% 50% 1.21x 40% 97% 1.37% $ 20 $ 300 >=50% RR 9,591 5.8 99% 70% 1.28x 42% 97% 3.19% 372 1,994 Total NYC $ 15,805 $ 5.7 99% 62% 1.25x 41% 97% 2.47% $ 392 $ 2,294 NYC >=50% RR Pass Rate $ 5,269 $ 6.1 99% 62% 1.47x 11% 99% 1.94% $ -- Criticized + Classified 4,322 5.6 99% 80% 1.05x 80% 95% 4.70% 372 Total >=50% RR $ 9,591 $ 5.8 99% 70% 1.28x 42% 97% 3.19% $ 372 Multi-Family | New York City (NYC) Portfolio Details NYC Multi-Family Portfolio (as of 9/30/2025) $ in millions (5) (1) (2) (3) (4) Proactive management of rent regulated portfolio Criticized + classified ACL coverage of 4.70% $372 million of net charge-offs since Jan. 2024 $1.1 billion in payoffs last 15 months; 65% from substandard Rigorous loan review performed on portfolio supports current LTVs and amortizing DSCRs 97% of rent regulated loans have gone through extensive financial review since 1/1/2024 80% of criticized + classified loans have had an appraisal since 1/1/2024 Criticized + Classified Loans(7) $ in millions (6) Note 1: Current LTV is calculated by dividing the most recent appraised value by the current loan amount | Note 2: Amortizing DSCR includes hypothetical amortization for deals in interest-only periods Note 3: Reflects percent of appraisals received based on book balance since 1/1/2024 | Note 4: Reflects financials reviewed in last 18 months as a percent of book balance | Note 5: Reflects rent regulated percent based on units at origination Note 6: Risk rated special mention or substandard | Note 7: Reflects ACL coverage ratio at 9/30/2025 and all NCOs taken on loans in the portfolio at 9/30/2025 | Note 8: Defined as >=50% units are rent regulated Note 9: Sum of book balance plus net charge-offs (8) NALs Special Mention + Substandard Total $ % $ % $ % Balance $ 2,362 $ 2,332 $ 4,694 Less: NCOs 370 15.67% 2 0.00% 372 7.93% Book Balance $ 1,992 $ 2,330 $ 4,322 ACL $ 40 2.01% $ 163 7.00% $ 203 4.70% (9)193rd Quarter 2025 6/30/2025 9/30/2025 ($ in millions) Allowance ALLL % Allowance ALLL % Change in ALLL % Multi-Family (MF) $538 1.68% $558 1.83% 15 bps MF Rent Regulated >=50% (excl. Co-op) $347 2.88% $343 3.05% 17 bps MF at Market and Rent Regulated <50% (excl. Co-op) $181 1.01% $204 1.16% 15 bps Co-op $10 0.52% $11 0.58% 6 bps CRE $276 3.57% $227 3.04% (53) bps Office (ex. Owner-Occupied) $161 6.85% $122 5.43% (142) bps Non-Office (incl. Owner-Occupied) $115 2.14% $105 2.02% (12) bps Construction & Development $37 1.39% $22 0.97% (42) bps C&I (incl. Office Owner-Occupied) $165 1.11% $163 1.07% (4) bps 1-4 Family $37 0.63% $34 0.62% (1) bps Home Equity $50 3.37% $59 4.06% 69 bps Consumer and Other $7 3.52% $8 4.19% 67 bps Total Loans HFI and Allowance for Loan Losses $1,106 1.72% $1,071 1.71% (1) bps Unfunded Commitment Reserve $56 $57 Total Allowance for Credit Losses $1,162 1.81% $1,128 1.80% (1) bps Asset Quality | Allowance for Credit Loss Detail203rd Quarter 2025 Asset Quality Criticized + Classified Loans(1) Total Non-accrual Loans (including LHFS) Note 1: Shown on UPB basis and excludes one-to-four family residential loans and other loans, which primarily includes HELOCs Note 2: Presented on an annualized basis Highlights Criticized + classified loans decreased $2.8 billion, or 19% year-to-date and $0.6 billion, or 5% quarter over quarter Net charge-offs to average loans declined to 46 basis points(2) for the third quarter 2025 Non-accrual loans were relatively stable, up only $88 million to $3.3 billion; 41% of NALs are performing Slowdown of new problem loan formation supported by decrease in criticized + classified loans Net Charge-offs to Average Loans(2) 1.25% 1.23% 0.68% 0.72% 0.46% 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 $14.3 $14.9 $14.0 $12.7 $12.1 9/30/24 12/31/24 3/31/25 6/30/25 9/30/25 $3,184 $3,272 6/30/25 9/30/25 $ in millions$ in billions 2.8% -19%Appendix223rd Quarter 2025 Flagstar Q3’24 Flagstar Q2’25 Flagstar Q3’25 Peer Banks Most Recent Available CET1 Ratio 10.76% 12.33%(1) 12.45%(1) 11.00% CET1 Ratio (inclusive of AOCI)(1)(2) 10.11% 11.42%(1)(2) 11.61%(1)(2) 10.12% Loan to Deposit Ratio 86% 92% 91% 81% Cash + Securities / Assets 29% 25% 26% 26% Insured Deposits 83%(3) 82%(3) 83%(3) 58% Source: S&P Capital IQ Pro. Note: See cautionary statements on page 2. Note 1: Assumes conversion of the remaining convertible preferred securities. $1 million of the preferred securities in the March 2024 capital raise remain to be converted upon receipt of certain governmental approvals. Note 2: (CET1 + AOCI – CF Hedge in AOCI) / RWA; Exclusion of AOCI adjusted for cash flow hedges on loan portfolio. Note 3: Excludes collateralized deposits and excludes internal deposits. Capital and Liquidity Position233rd Quarter 2025 Note: $ in millions except share data. Please note that columns of data may not add due to rounding. Reconciliations of GAAP and Non-GAAP Measures Tangible Book Value Per Common Share 6/30/2025 Total stockholders equity $8,108 Less: Core deposit and other intangibles 407 Less: Preferred stock 503 Tangible common stockholders equity (A) $7,199 Common shares outstanding (B) 415,608,145 Tangible book value per common share (A / B) $17.32 Adjusted Noninterest Expense Three Months Ended 9/30/2024 Three Months Ended 12/31/2024 Three Months Ended 3/31/2025 Three Months Ended 6/30/2025 Three Months Ended 9/30/2025 Noninterest expense $716 $718 $532 $513 $522 Less: Intangible asset amortization 33 31 28 27 26 Less: Merger-related and restructuring expenses 18 11 8 14 17 Less: Litigation settlement -- -- -- -- 14 Less: Severance costs -- 31 -- 2 8 Less: Lease cost acceleration related to closing branches -- 77 6 7 -- Less: Trailing mortgage sale costs with Mr. Cooper -- 12 5 3 -- Less: Items on sale of mortgage warehouse business 9 -- -- -- -- Adjusted noninterest expense $656 $556 $485 $460 $457 Adjusted Noninterest Income Three Months Ended 9/30/2025 Noninterest Income $94 Less: Net gain on investment security 21 Adjusted noninterest income $73243rd Quarter 2025 Bank Ticker Citizens Financial CFG Comerica CMA Fifth Third Bancorp FITB First Citizens Banc. FCNC.A First Horizon FHN Huntington Banc. HBAN KeyCorp KEY M&T Bank MTB Pinnacle Financial Partners PNFP Regions Financial RF Synovus Financial SNV Valley National VLY Webster Financial WBS Western Alliance WAL Zions Bancorp ZION Peer Group
24 Oct 2025
8-K
Results of Operations and Financial Condition
24 Oct 2025
8-K
NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino 516-683-4286 Media Contact: Steven Bodakowski 248-312-5872 FLAGSTAR BANK, N.A. ANNOUNCES COMPLETION OF HOLDING COMPANY REORGANIZATION HICKSVILLE, N.Y., October 17, 2025 – Flagstar Bank, N.A. (NYSE: FLG) today announced the completion of its previously approved holding company reorganization, effective at the close of business on October 17, 2025, a step that simplifies the corporate structure, reduces regulatory burden, and lowers operating expenses. As part of the reorganization, Flagstar Financial Inc. merged with and into its wholly owned subsidiary, Flagstar Bank, N.A., with Flagstar Bank, N.A., now the surviving entity and public company. “We remain focused on executing our strategic plan, including transforming into a top-performing regional bank, creating a customer-centric culture grounded in relationships, and managing risk effectively, to drive long-term value and meaningful impact for our clients, communities, and shareholders,” said Joseph Otting, Chairman, President and CEO. Beginning Monday, October 20, 2025, the Bank’s common stock will begin trading on the New York Stock Exchange under the name Flagstar Bank, National Association, and continue to use its current ticker symbol "FLG". The reorganization has no impact on client accounts, services, or day-to-day operations. Customers will continue to interact with the same teams and platforms they know and trust. Flagstar Bank, N.A. Flagstar Bank, N.A., is one of the largest regional banks in the country and is headquartered in Hicksville, New York. At June 30, 2025, Flagstar Financial, Inc., the former holding company of the Bank, on a consolidated basis, had $92.2 billion of assets, $64.4 billion of loans, deposits of $69.7 billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 360 locations across nine states, with strong footholds in the greater NewYork/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast. Cautionary Statements Regarding Forward-Looking Language This press release may include forward‐looking statements by the Company and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to the Reorganization, our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of the Company’s preferred stock; (k) the payment of dividends on shares of the Company’s capital stock, including adjustments to the amount of dividends payable on shares of the Company’s preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; and (n) the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business. Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our forward‐looking statements. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows,and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; recent turnover in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; changes in competitive pressures among financial institutions or from non‐financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the imposition of restrictions on our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of the Company’s operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward-looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the Company may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. In addition, our forward-looking statements are subject to the following principal risks and uncertainties, among others, with respect to the holding company reorganization transaction: the anticipated benefits of the transaction, including, without limitation, future financial and operating results; our ability to achieve anticipated benefits from the reorganization; and legislative, regulatory and economic developments that may diminish or eliminate the anticipated benefits of the reorganization.More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10‐K for the year ended December 31, 2024, and in other SEC reports we file. Our forward‐looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov. Except as required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
20 Oct 2025
8-K
Submission of Matters to Shareholder Vote
16 Oct 2025
8-K
102 Duffy Avenue, Hicksville, NY 11801 ● Phone: 516-683-4420 ● flagstar.com NEWS RELEASE Investor Contact: FOR IMMEDIATE RELEASE Salvatore J. DiMartino 516-683-4286 Media Contact: Steven Bodakowski 248-312-5872 FLAGSTAR FINANCIAL, INC. ANNOUNCES RECEIPT OF REQUIRED REGULATORY APPROVALS TO MERGE HOLDING COMPANY INTO ITS BANK HICKSVILLE, N.Y., October 6, 2025 – Flagstar Financial, Inc. (NYSE: FLG) (the “Company”) today announced it has received the required approvals from the Office of the Comptroller of the Currency (the “OCC”) to merge the Company and Flagstar Bank, N.A., (the "Bank"), whereby the Company will merge with and into the Bank, with the Bank as the surviving entity (the “Reorganization”). The resulting entity will continue to be known as Flagstar Bank, N.A. and stock of the Company currently listed for trading on the New York Stock Exchange (“NYSE”) will continue to be listed on the NYSE by Flagstar Bank, N.A., under the same ticker symbol currently used by the Company – “FLG”. The Reorganization is also subject to shareholder approval. Assuming receipt at the Special Meeting of Shareholders to be held on Wednesday, October 15th, the Company expects to consummate the Reorganization in mid- to late-October. Flagstar Financial, Inc. Flagstar Financial, Inc. is the parent company of Flagstar Bank, N.A., one of the largest regional banks in the country. The Company is headquartered in Hicksville, New York. At June 30, 2025, the Company had $92.2 billion of assets, $64.4 billion of loans, deposits of $69.7 billion, and total stockholders' equity of $8.1 billion. Flagstar Bank, N.A. operates approximately 360 locations across nine states, with strong footholds in the greater New York/New Jersey metropolitan region and in the upper Midwest, along with a significant presence in fast-growing markets in Florida and the West Coast.Cautionary Statements Regarding Forward-Looking Language This press release may include forward‐looking statements by the Company and our authorized officers pertaining to such matters as our goals, beliefs, intentions, and expectations regarding, among other things: (a) revenues, earnings, loan production, asset quality, liquidity position, capital levels, risk analysis, divestitures, acquisitions, and other material transactions, among other matters; (b) the future costs and benefits of the actions we may take; (c) our assessments of credit risk and probable losses on loans and associated allowances and reserves; (d) our assessments of interest rate and other market risks; (e) our ability to achieve profitability goals within projected timeframes and to execute on our strategic plan, including the sufficiency of our internal resources, procedures and systems; (f) our ability to attract, incentivize, and retain key personnel and the roles of key personnel; (g) our ability to achieve our financial and other strategic goals, including those related to the Reorganization, our merger with Flagstar Bancorp, Inc., which was completed in December 2022, our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023, and our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; (h) the impact of the $1.05 billion capital raise we completed in March 2024; (i) our previously disclosed material weaknesses in internal control over financial reporting; (j) the conversion or exchange of shares of the Company’s preferred stock; (k) the payment of dividends on shares of the Company’s capital stock, including adjustments to the amount of dividends payable on shares of the Company’s preferred stock; (l) the availability of equity and dilution of existing equity holders associated with future equity awards and stock issuances; (m) the effects of the reverse stock split we effected in July 2024; (n) the impact of the recent sale of our mortgage servicing operations, third party mortgage loan origination business, and mortgage warehouse business; and (o) our ability to obtain shareholder approval and effectively consummate the proposed Reorganization. Forward‐looking statements are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “should,” "confident," and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over time. Additionally, forward‐looking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our forward‐looking statements. Furthermore, because forward‐looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical results. Our forward‐looking statements are subject to, among others, the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities, credit and financial markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios, including associated allowances and reserves; changes in future allowance for credit losses, including changes required under relevant accounting and regulatory requirements; the ability to pay future dividends; changes in our capital management and balance sheet strategies and our ability to successfully implement such strategies; recent turnover in our Board of Directors and our executive management team; changes in our strategic plan, including changes in our internal resources, procedures and systems, and our ability to successfully implement such plan; our ability to successfully remediate our previously disclosed material weaknesses in internal control over financial reporting; changes in competitive pressures among financial institutions or from non‐financial institutions; changes in legislation, regulations, and policies; the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; the outcome of federal, state, and local elections and the resulting economic and other impact on the areas in which we conduct business; the imposition of restrictionson our operations by bank regulators; the outcome of pending or threatened litigation, or of investigations or any other matters before regulatory agencies, whether currently existing or commencing in the future; our ability to fully and timely implement and maintain the risk management programs institutions greater than $100 billion in assets must maintain for so long as we are subject to such requirements; the restructuring of our mortgage business; our ability to recognize anticipated cost savings and enhanced efficiencies with respect to our balance sheet and expense reduction strategies; the impact of failures or disruptions in or breaches of the Company’s operational or security systems, data or infrastructure, or those of third parties, including as a result of cyberattacks or campaigns; the impact of natural disasters, extreme weather events, civil unrest, international military conflict, terrorism or other geopolitical events; and a variety of other matters which, by their nature, are subject to significant uncertainties and/or are beyond our control. Our forward- looking statements are also subject to the following principal risks and uncertainties with respect to our merger with Flagstar Bancorp, which was completed in December 2022, and our acquisition of substantial portions of the former Signature Bank through an FDIC-assisted transaction, which was completed in March 2023: the possibility that the anticipated benefits of the transactions will not be realized when expected or at all; the possibility of increased legal and compliance costs, including with respect to any litigation or regulatory actions related to the business practices of acquired companies or the combined business; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the Company may be unable to achieve expected synergies and operating efficiencies in or as a result of the transactions within the expected timeframes or at all; and revenues following the transactions may be lower than expected. In addition, our forward-looking statements are subject to the following principal risks and uncertainties, among others, with respect to the proposed holding company reorganization transaction: the potential timing or consummation of the proposed transaction or the anticipated benefits thereof, including, without limitation, future financial and operating results; risks and uncertainties related to the ability to obtain shareholder approval or the possibility that such approval may be delayed; our ability to achieve anticipated benefits from the consolidation; and legislative, regulatory and economic developments that may diminish or eliminate the anticipated benefits of the consolidation. More information regarding some of these factors is provided in the Risk Factors section of our Annual Report on Form 10‐K for the year ended December 31, 2024, and in other SEC reports we file. Our forward‐looking statements may also be subject to other risks and uncertainties, including those we may discuss in this news release, on our conference call, during investor presentations, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov. Except as required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments. Important Additional Information and Where to Find It Flagstar Financial, Inc. has filed a proxy statement and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by the Company free of charge by contacting: Investor Relations, Flagstar Financial, Inc., 102 Duffy Avenue, Hicksville, NY 11801. Phone: (516) 683-4420 Participants in Proxy SolicitationFlagstar Financial, Inc. and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of the Company and their ownership of Company stock is set forth in the proxy statement for the Company’s 2025 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement for the proposed transaction.
7 Oct 2025
Insider Ownership
(1.1K)
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4
Statement of changes in beneficial ownership
16 Oct
4
Statement of changes in beneficial ownership
16 Oct
4
Statement of changes in beneficial ownership
16 Jul
4
Statement of changes in beneficial ownership
20 May
4
Statement of changes in beneficial ownership
2 Apr
3
Initial statement of beneficial ownership
2 Apr
4
Statement of changes in beneficial ownership
25 Mar
4
Statement of changes in beneficial ownership
25 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
4
Statement of changes in beneficial ownership
17 Mar
Beneficial Ownership
(90)
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SC 13G
FLAGSTAR BANK, NATIONAL ASSOCIATION
11 Aug
SC 13G/A
FLAGSTAR BANK, NATIONAL ASSOCIATION
7 Aug
SC 13G/A
FLAGSTAR BANK, NATIONAL ASSOCIATION
26 Mar
SC 13G
FLAGSTAR BANK, NATIONAL ASSOCIATION
30 Jan
SC 13D/A
FLAGSTAR BANK, NATIONAL ASSOCIATION
21 Oct 2025
SC 13D/A
FLAGSTAR FINANCIAL, INC.
26 Aug 2025
SC 13G/A
FLAGSTAR FINANCIAL, INC.
14 May 2025
SC 13G
FLAGSTAR FINANCIAL, INC.
13 May 2025
SC 13G/A
FLAGSTAR FINANCIAL, INC.
17 Apr 2025
SC 13G
FLAGSTAR FINANCIAL, INC.
5 Feb 2025
SC 13G/A
FLAGSTAR FINANCIAL, INC.
12 Nov 2024
SC 13G
FLAGSTAR FINANCIAL, INC.
8 Nov 2024
SC 13G
FLAGSTAR FINANCIAL, INC.
8 Nov 2024
SC 13G/A
FLAGSTAR FINANCIAL, INC.
4 Nov 2024
SC 13G
NEW YORK COMMUNITY BANCORP, INC.
21 Oct 2024
Other Ownership
(119)
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13F-NT
Notice of non-filing (institutional investment manager holdings)
14 Aug
11-K
Annual report (employee stock purchase/savings/profit sharing plans)
10 Jun
13F-NT
Notice of non-filing (institutional investment manager holdings)
14 May
13F-NT
Notice of non-filing (institutional investment manager holdings)
17 Feb
13F-NT
Notice of non-filing (institutional investment manager holdings)
10 Nov 2025
13F-NT
Notice of non-filing (institutional investment manager holdings)
8 Aug 2025
11-K
Annual report (employee stock purchase/savings/profit sharing plans)
27 Jun 2025
13F-NT
Notice of non-filing (institutional investment manager holdings)
13 May 2025
11-K
Annual report (employee stock purchase/savings/profit sharing plans)
28 Jun 2024
144
Dahya Hanif
22 May 2024
144
CARPENTER JAMES J
16 May 2024
144
Savarese Lawrence J.
14 May 2024
144
Savarese Lawrence J.
14 May 2024
144
Savarese Lawrence J.
14 May 2024
144
Savarese Lawrence J.
14 May 2024
Proxies
(105)
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DEFA14A
Definitive additional materials
22 May
ARS
Annual report to security holders
30 Apr
DEFA14A
Definitive additional materials
30 Apr
DEF 14A
Definitive proxy statement
30 Apr
DEFA14A
Definitive additional materials
10 Oct 2025
DEFA14A
Definitive additional materials
22 Sep 2025
DEFM14A
Definitive proxy statement (merger)
22 Aug 2025
DEFA14A
Definitive additional materials
22 Aug 2025
PREM14A
Preliminary proxy statement (merger)
8 Aug 2025
DEFA14A
Definitive additional materials
25 Apr 2025
ARS
Annual report to security holders
25 Apr 2025
DEF 14A
Definitive proxy statement
25 Apr 2025
DEFA14A
Definitive additional materials
3 Jun 2024
DEFA14A
Definitive additional materials
24 May 2024
DEFA14A
Definitive additional materials
15 May 2024
Registrations
(221)
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POS AM
Post-effective amendment (unspecified)
19 Nov 2025
S-1/A
Registration statement (general form, amendment)
30 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
S-8 POS
Post-effective amendment (employee benefit plan)
21 Oct 2025
25-NSE
Notification of removal from listing
20 Oct 2025
8-A12B
Registration of securities (Section 12(b))
17 Oct 2025
8-A12B
Registration of securities (Section 12(b))
17 Oct 2025
424B3
Prospectus filing (Rule 424(b)(3))
17 Oct 2025
424B3
Prospectus filing (Rule 424(b)(3))
8 Oct 2025
424B3
Prospectus filing (Rule 424(b)(3))
25 Aug 2025
424B3
Prospectus filing (Rule 424(b)(3))
8 Aug 2025
Filing Review Correspondence
(25)
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CORRESP
Filing review correspondence
22 Aug 2025
CORRESP
Filing review correspondence
26 Nov 2024
CORRESP
Filing review correspondence
8 Nov 2024
CORRESP
Filing review correspondence
23 Aug 2024
CORRESP
Filing review correspondence
12 Aug 2024
CORRESP
Filing review correspondence
21 Jun 2024
CORRESP
Filing review correspondence
25 Apr 2024
CORRESP
Filing review correspondence
28 Sep 2022
CORRESP
Filing review correspondence
24 Jun 2021
CORRESP
Filing review correspondence
15 Mar 2016
CORRESP
Filing review correspondence
11 Mar 2016
CORRESP
Filing review correspondence
23 Feb 2016
CORRESP
Filing review correspondence
29 Jan 2016
CORRESP
Filing review correspondence
3 Dec 2010
CORRESP
Filing review correspondence
9 Nov 2010
SEC Orders And Notices
(9)
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EFFECT
Notice of effectiveness
21 Nov 2025
EFFECT
Notice of effectiveness
8 May 2025
EFFECT
Notice of effectiveness
29 Nov 2024
EFFECT
Notice of effectiveness
11 Oct 2022
EFFECT
Notice of effectiveness
25 Jun 2021
EFFECT
Notice of effectiveness
5 Jan 2017
EFFECT
Notice of effectiveness
16 Mar 2016
EFFECT
Notice of effectiveness
31 Jul 2007
EFFECT
Notice of effectiveness
31 Jan 2007
Tender Offers And Going Private
(5)
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SC TO-I/A
SCHEDULE TO-I AMENDMENT NO. 4
26 Aug 2009
SC TO-I/A
SCHEDULE TO-I AMENDMENT NO. 3
24 Aug 2009
SC TO-I/A
Tender offer statement (issuer, amendment)
14 Aug 2009
SC TO-I/A
Tender offer statement (issuer, amendment)
11 Aug 2009
SC TO-I
SCHEDULE TO
29 Jul 2009
Other
(17)
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CERT
CERT
17 Oct 2025
CERT
CERT
17 Oct 2025
CERTNYS
AUTO-GENERATED PAPER DOCUMENT
17 Mar 2017
NO ACT
AUTO-GENERATED PAPER DOCUMENT
19 Feb 2008
CERTNYS
AUTO-GENERATED PAPER DOCUMENT
12 Dec 2002
10-K405
FORM 10-K
1 Apr 2002
NT 11-K
NT 11-K
29 Jun 2001
NT 11-K
NT 11-K
29 Jun 2001
10-K405
FORM 10-K
27 Mar 2001
NT 11-K
NT 11-K
28 Jun 2000
10-K405
10-K405
29 Mar 2000
NT 11-K/A
NT 11-K/A
13 Jul 1999
NT 11-K
NT 11-K
29 Jun 1999
10-K405
10-K405
30 Mar 1999
10-K405
10-K405
30 Mar 1998
Ask in Filing
