Flagstar Bank Reorganizes, Reports $91.7B Assets

TL;DR

**Flagstar's corporate reshuffle is a smart move to simplify and strengthen, making it a more attractive long-term hold.**

AI Summary

Flagstar Bank, National Association (FLG-PA) reported total assets of $91.7 billion, loans of $63.2 billion, deposits of $69.2 billion, and total stockholders' equity of $8.1 billion as of September 30, 2025. The company completed an internal corporate reorganization on October 17, 2025, eliminating its holding company structure, with Flagstar Bank, N.A. becoming the successor reporting company to Flagstar Financial, Inc. This reorganization involved the conversion of Flagstar Financial, Inc.'s common and preferred stock into equivalent shares of the Bank's capital stock, maintaining substantially the same ownership proportions and financial position. Flagstar operates approximately 340 locations across nine states and is executing a strategic transformation plan focused on diversification, financial resilience, and operational efficiency. Key progress since 2024 includes leadership additions, reduction of non-core assets, and an improved funding mix. The company remains publicly traded on the NYSE under the ticker symbol "FLG".

Why It Matters

This reorganization simplifies Flagstar's corporate structure, potentially streamlining operations and regulatory oversight, which could lead to greater efficiency and clearer investor communication. For investors, the direct ownership of Bank stock post-reorganization might offer a more transparent investment vehicle. Employees and customers are unlikely to see immediate operational changes, but the strategic transformation plan aims for a more diversified and resilient bank, which could enhance long-term stability and service offerings. In a competitive banking landscape, this move positions Flagstar to better compete with other regional banks by focusing on core operations and risk management.

Risk Assessment

Risk Level: medium — The filing highlights significant risks, including general economic conditions, changes in interest rates, and heightened regulatory focus on commercial real estate. While the reorganization aims for simplification, the company also notes potential exposure to unknown or contingent liabilities from acquired companies and the ability to successfully remediate previously disclosed material weaknesses in internal control over financial reporting, indicating ongoing operational and financial control challenges.

Analyst Insight

Investors should monitor Flagstar's progress on its strategic transformation plan, particularly its ability to reduce non-core assets and improve funding mix. Pay close attention to future earnings reports for evidence of enhanced financial resilience and sustainable earnings growth post-reorganization, and assess how the simplified structure impacts regulatory compliance and operational efficiency.

Key Numbers

• $91.7B — Total Assets (as of September 30, 2025)
• $63.2B — Total Loans (as of September 30, 2025)
• $69.2B — Total Deposits (as of September 30, 2025)
• $8.1B — Total Stockholders' Equity (as of September 30, 2025)
• 340 — Number of Locations (across nine states)
• 415,755,877 — Common Stock Shares Outstanding (as of October 31, 2025)

Key Players & Entities

• Flagstar Bank, National Association (company) — successor reporting company
• Flagstar Financial, Inc. (company) — parent holding company prior to reorganization
• New York Stock Exchange (regulator) — exchange where FLG is traded
• SEC (regulator) — U.S. Securities and Exchange Commission
• Office of the Comptroller of the Currency (regulator) — regulator for national banks
• Hicksville, New York (location) — headquarters of Flagstar Bank
• Signature Bridge Bank, N.A. (company) — company whose assets and liabilities were purchased and assumed
• Flagstar Bancorp, Inc. (company) — company acquired by Flagstar

FAQ

Risk Factors

• Execution of Strategic Transformation Plan [medium — operational]: The company is executing a strategic transformation plan focused on diversification, financial resilience, and operational efficiency. Key progress since 2024 includes leadership additions, reduction of non-core assets, and an improved funding mix. Successful execution is critical for enhancing financial resilience and driving sustainable earnings.
• Regulatory and Risk Management Alignment [medium — regulatory]: A key strategic pillar involves aligning regulatory and risk management. The company aims to build an effective risk management mindset that supports safe and sound operations. Failure to align with regulatory expectations could lead to penalties or operational disruptions.
• Competitive Landscape [medium — market]: Flagstar operates in a competitive regional banking environment with a presence in the greater New York/New Jersey metropolitan region, upper Midwest, Florida, and the West Coast. Competition from other regional and national banks could impact market share and profitability.

Industry Context

Flagstar Bank operates as a regional bank within a competitive financial services landscape. The industry is characterized by a focus on diversification, financial resilience, and operational efficiency, driven by evolving customer needs and regulatory environments. Key strategic priorities for banks include building strong balance sheets, enhancing capital positions, and achieving consistent earnings power through disciplined lending and customer-centric approaches.

Regulatory Implications

The company's strategic transformation plan emphasizes aligning regulatory and risk management. Adherence to banking regulations and maintaining sound risk management practices are crucial for safe and sound operations and avoiding potential penalties or disruptions.

What Investors Should Do

1. Monitor progress on the strategic transformation plan.
2. Assess the impact of the corporate reorganization on financial reporting and operations.
3. Evaluate competitive positioning in key markets.

Key Dates

• 2025-10-17: Completion of Internal Corporate Reorganization — Flagstar Bank, N.A. became the successor reporting company, eliminating its holding company structure. This involved merging Flagstar Financial, Inc. into the Bank, maintaining ownership proportions and financial position.
• 2024-01-01: Initiation of Strategic Transformation Plan — The company began executing a plan focused on diversification, financial resilience, and operational efficiency, with measurable progress reported since this date.

Glossary

Reorganization

An internal corporate restructuring where Flagstar Bank, N.A. became the successor reporting company to Flagstar Financial, Inc., eliminating the holding company structure. (This event fundamentally changed the reporting structure of the company, with the Bank now being the primary reporting entity.)

Successor Reporting Company

The entity that takes over the reporting obligations of a previous entity, in this case, Flagstar Bank, N.A. succeeding Flagstar Financial, Inc. (Indicates a change in the legal and financial reporting structure of the organization.)

Non-core Assets

Assets that are not central to the company's primary business operations or strategic goals. (The reduction of these assets is part of the company's strategic transformation, aiming to improve financial resilience and focus.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text excerpt. The filing focuses on the period ending September 30, 2025, and the recent corporate reorganization on October 17, 2025, without direct year-over-year comparative data in this section.

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share FLG New York Stock
• $50 billion — bject as a national bank with assets of $50 billion or more, and the expenses we will conti
• $1.05 billion — ant exercises related to our March 2024 $1.05 billion capital raise, the Flagstar Bancorp acq
• $91.7 billion — New York. At September 30, 2025, we had $91.7 billion of assets, $63.2 billion of loans, $69.
• $63.2 billion — , 2025, we had $91.7 billion of assets, $63.2 billion of loans, $69.2 billion of deposits, an
• $69.2 billion — lion of assets, $63.2 billion of loans, $69.2 billion of deposits, and total stockholders' eq
• $8.1 billion — sits, and total stockholders' equity of $8.1 billion. We operate approximately 340 locatio
• $36 million — ber 30, 2025, we reported a net loss of $36 million compared to a net loss of $70 million f
• $70 million — f $36 million compared to a net loss of $70 million for the three months ended June 30, 202
• $45 m — ree months ended September 30, 2025 was $45 million, or $0.11 per diluted share compa
• $0.11 — September 30, 2025 was $45 million, or $0.11 per diluted share compared to a net los
• $78 m — attributable to common stockholders of $78 million, or $0.19 per diluted share for t
• $0.19 — common stockholders of $78 million, or $0.19 per diluted share for the three months
• $206 million — ber 30, 2025, we reported a net loss of $206 million compared to a net loss of $930 million
• $930 million — $206 million compared to a net loss of $930 million for the nine months ended September 30,

Filing Documents

• fbc-20250930.htm (10-Q) — 3673KB
• exhibit311section302cert.htm (EX-31.1) — 4KB
• exhibit312section302cert.htm (EX-31.2) — 4KB
• exhibit320section906cert.htm (EX-32) — 2KB
• exhibit311section302cert001.jpg (GRAPHIC) — 213KB
• exhibit312section302cert001.jpg (GRAPHIC) — 212KB
• exhibit320section906cert001.jpg (GRAPHIC) — 90KB
• fbc-20250930_g1.jpg (GRAPHIC) — 14KB
• 0000910073-25-000181.txt ( ) — 18619KB
• fbc-20250930.xsd (EX-101.SCH) — 72KB
• fbc-20250930_cal.xml (EX-101.CAL) — 126KB
• fbc-20250930_def.xml (EX-101.DEF) — 504KB
• fbc-20250930_lab.xml (EX-101.LAB) — 989KB
• fbc-20250930_pre.xml (EX-101.PRE) — 772KB
• fbc-20250930_htm.xml (XML) — 4158KB

– FINANCIAL INFORMATION

PART I. – FINANCIAL INFORMATION

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7

Condensed Consolidated Financial Statements

Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Statements of Condition (unaudited) 30 Condensed Consolidated Statements of (Loss) Income (unaudited) 31 Condensed Consolidated Statement of Comprehensive (Loss) Income (unaudited) 32 Condensed Consolidated Statements of Stockholders' Equity (unaudited) 33 Condensed Consolidated Statements of Cash Flows (unaudited) 35 Notes to the Condensed Consolidated Financial Statements (unaudited) Note 1 - Organization and Basis of Presentation 36 Note 2 - Earnings Per Common Share 37 Note 3 - Accumulated Other Comprehensive Loss 38 Note 4 - I nvestment Securities 40 Note 5 - Loans and Leases 43 Note 6 - Allowance for Credit Losses on Loans and Leases 51 Note 7 - Leases, Premises and Equipment 53 Note 8 - Variable Interest Entities 54 Note 9 - Borrowed Funds 54 Note 10 - Pension Benefits 57 Note 11 - Federal, State, and Local Taxes 57 Note 12 - Stock-Based Compensation 58 Note 13 - D erivative and Hedging Activities 59 Note 14 - I ntangible Assets 61 Note 15 - F air Value Measures 61 Note 16 - Mezzanine and Stockholders' Equity 67 Note 17 - Commitments and Contingencies 68 Note 18 - Segment Reporting 69

Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk 70

Controls and Procedures

Item 4. Controls and Procedures 70

– OTHER INFORMATION

PART II. – OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 73

Risk Factors

Item 1A. Risk Factors 75

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 75

Defaults upon Senior Securities

Item 3. Defaults upon Senior Securities 76

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 76

Other Information

Item 5. Other Information 76

Exhibits

Item 6. Exhibits 76

SIGNATURES

SIGNATURES 79 2 Table of Contents ABBREVIATIONS AND ACRONYMS The following list of abbreviations and acronyms are provided as a tool for the reader and may be used throughout this Report, including the Condensed Consolidated Financial Statements and Notes: Term Definition Term Definition ACL Allowance for Credit Losses Freddie Mac Federal Home Loan Mortgage Corporation ADC Acquisition, development, and construction loan GAAP U.S. generally accepted accounting principles ALCO Asset and Liability Management Committee GNMA Government National Mortgage Association AOCL Accumulated Other Comprehensive Loss GSE Government-sponsored enterprises BOLI Bank-owned life insurance HELOC Home Equity Line of Credit C&I Commercial and industrial loan HELOAN Home Equity Loan CDs Certificates of deposit HQLAs High-Quality Liquid Assets CFP Contingency Funding Plan LGG Loans with government guarantees CMOs Collateralized mortgage obligations MBS Mortgage-backed securities CRE Commercial real estate MSR Mortgage servicing rights DFA Dodd-Frank Wall Street Reform and Consumer Protection Act NII Net Interest Income DSCR Debt service coverage ratio NIM Net interest margin EPS Earnings per common share NVCE NonVoting Common Equivalent EVE Economic value of equity NYSE New York Stock Exchange EWI Early Warning Indicators OCC Office of the Comptroller of the Currency Fannie Mae Federal National Mortgage Association OREO Other real estate owned FDIC Federal Deposit Insurance Corporation PSUs Performance-Based Restricted Stock Units FHA Federal Housing Administration RSUs Restricted Stock Units FHLB Federal Home Loan Bank SEC U.S. Securities and Exchange Commission FOMC Federal Open Market Committee SOFR Secured Overnight Financing Rate FRB-NY Federal Reserve Bank of New York 3 Table of Contents Effective October 17, 2025, Flagstar Bank, National Association (the "Bank") became the successor reporting company to Flagstar Financial, Inc. p

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Background Prior to the completion of the Reorganization (as defined below) on October 17, 2025, Flagstar Financial, Inc. was the parent company (on a standalone basis, the "Parent Company") of Flagstar Bank, N.A., one of the largest regional banks in the country. We are headquartered in Hicksville, New York. At September 30, 2025, we had $91.7 billion of assets, $63.2 billion of loans, $69.2 billion of deposits, and total stockholders' equity of $8.1 billion. We operate 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. We operate in a single reportable segment and have identified one reporting unit which is the same as our operating segment. We continue to assess our reportable segments and reporting units, which may result in a change to either or both in future reporting periods. Please refer to Note 18 - Segment Reporting. Overview As part of our commitment to delivering long-term shareholder value and sustained value creation, we are executing a strategic transformation plan designed to evolve into a fully diversified bank with a strong balance sheet, a robust capital position and consistent earnings power. Our plan is guided by six strategic pillars: driving transformation and financial resilience, growing our core operations, executing a disciplined commercial banking and lending strategy, enhancing operational efficiency, developing talent and leadership and aligning regulatory and risk management. To support these pillars, we have established strategic priorities focused on transforming Flagstar into a top-tier relationship-driven regional bank, creating a customer-centric culture that prioritizes valuable relationships, and building an effective risk m

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