Flagstar Bank 8-K: Material Agreements, Acquisitions, and Control Changes

Ticker: FLG-PA · Form: 8-K · Filed: Oct 20, 2025 · CIK: 910073

Flagstar Bank, National Association 8-K Filing Summary
FieldDetail
CompanyFlagstar Bank, National Association (FLG-PA)
Form Type8-K
Filed DateOct 20, 2025
Risk Levelhigh
Pages11
Reading Time13 min
Key Dollar Amounts$0.01, $26 million
Sentimentmixed

Sentiment: mixed

Topics: material-agreement, acquisition, delisting-risk, change-of-control

TL;DR

Flagstar Bank 8-K: Big moves happening - deals, acquisitions, control shifts, and potential listing issues.

AI Summary

Flagstar Bank, National Association filed an 8-K on October 20, 2025, reporting several material events. These include the entry into a material definitive agreement, completion of an acquisition or disposition of assets, and the creation of a direct financial obligation. The filing also notes potential delisting or failure to meet listing rules, unregistered sales of equity securities, and material modifications to security holder rights. Additionally, changes in control of the registrant, departure/election of officers and directors, and compensatory arrangements are mentioned, alongside other events and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial restructuring for Flagstar Bank, which could impact its market position and investor confidence.

Risk Assessment

Risk Level: high — The filing details multiple material events including potential delisting, changes in control, and significant financial obligations, indicating a high level of corporate uncertainty and risk.

Key Players & Entities

  • FLAGSTAR BANK, NATIONAL ASSOCIATION (company) — Filer
  • 0000910073-25-000149 (other) — Accession Number
  • 20251017 (date) — Report Period
  • 20251020 (date) — Filing Date
  • FLAGSTAR FINANCIAL, INC. (company) — Former Company Name
  • NEW YORK COMMUNITY BANCORP, INC. (company) — Former Company Name
  • 20241101 (date) — Date of Name Change
  • 20240311 (date) — Date of Name Change
  • 20001128 (date) — Date of Name Change

FAQ

What specific material definitive agreement did Flagstar Bank enter into?

The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement within the provided text.

What acquisition or disposition of assets was completed by Flagstar Bank?

The filing states the completion of an acquisition or disposition of assets, but the specifics are not detailed in the provided text.

What is the nature of the direct financial obligation created by Flagstar Bank?

The filing mentions the creation of a direct financial obligation, but the exact nature and amount are not specified in the provided text.

What are the reasons for the potential notice of delisting or failure to satisfy listing rules?

The filing lists 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' as an item, but the specific reasons are not detailed in the provided text.

What changes in control of Flagstar Bank are being reported?

The filing indicates 'Changes in Control of Registrant' as an item, but the details of these changes are not provided in the excerpt.

Filing Stats: 3,222 words · 13 min read · ~11 pages · Grade level 12.3 · Accepted 2025-10-20 13:11:37

Key Financial Figures

  • $0.01 — ange on which registered Common stock, $0.01 par value per share FLG New York Stock
  • $26 million — acquisition fair value adjustmen ts of $26 million. The foregoing descriptions set forth

Filing Documents

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT In connection with the Reorganization (as defined below), on October 17, 2025, the Bank entered into an amendment to that certain Registration Rights Agreement, dated March 11, 2024, by and between the Predecessor and the purchasers listed on the signature pages thereto (the " Amendment "). Under the Amendment, the Bank succeeded to and was substituted for the Predecessor in the Registration Rights Agreement. The amendment also updated the Registration Rights Agreement to reflect that the Bank's securities are exempted securities under the Securities Act, but offers and sales of the Bank's securities are subject to the OCC's rules in 12 C.F.R. Part 16 relating to the offer and sale of securities of a national bank. The Registration Rights Agreement was disclosed and described in the Predecessor's Current Report on Form 8-K filed on March 14, 2024 . This description is qualified in its entirety by the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On October 17, 2025, the Predecessor completed its previously announced internal reorganization to streamline its corporate structure (the " Reorganization ") pursuant to which the Predecessor merged with and into the Bank, with the Bank continuing as a publicly-traded company. The Reorganization was consummated pursuant to the Agreement and Plan of Merger, dated as of July 24, 2025, by and between the Predecessor and the Bank, as amended and restated on August 22, 2025 and on September 22, 2025 (the " Merger Agreement "). The Merger Agreement was approved by the holders of the Predecessor Common Stock (as defined below) at a special meeting held on October 15, 2025. At the effective time of the Reorganization (the " Effective Time "), (i) the outstanding shares of the Predecessor's common stock, par value $0.01 per share (the " Predecessor Common Stock "), and the Predecessor's Series A preferred stock, par value $0.01 per share, were automatically cancelled and ceased to exist and were converted into an equal number of shares of the Bank's common stock, par value $0.01 per share (the " Bank Common Stock "), and the Bank's Series A preferred stock, par value $0.01 per share (" Bank Series A "), (ii) the outstanding shares of the Predecessor's Series B preferred stock, par value $0.01 per share (the " Predecessor Series B "), and the Predecessor's Series D preferred stock, par value $0.01 per share (the " Predecessor Series D "), were converted into the Bank's Series B preferred stock or Series D preferred stock (" Bank Series D "), as applicable, because the ownership of additional Bank Common Stock by the holder of all of the remaining Predecessor Series B and Predecessor Series D shares was otherwise prohibited by law or required the approval by a government entity, (iii) each of the Predecessor's outstanding warrants to purchase Predecessor Common Stock forming part of a unit of the outstanding Bif

01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING EXHIBITS

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING EXHIBITS In connection with the Reorganization, effective October 20, 2025, the Bank Common Stock will be deemed a continued listing of the Predecessor Common Stock on the New York Stock Exchange (the "NYSE"). The Predecessor Common Stock traded on the NYSE under the symbol "FLG" and, effective October 20, 2025, the Bank Common Stock will continue to trade on the NYSE under the symbol "FLG".

02 UNREGISTERED SALES OF EQUITY SECURITIES

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES The information set forth in Item 2.01 is incorporated by reference herein. Pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), securities issued by the Bank, including the Bank Common Stock that was issued in connection with the Reorganization, are exempt from registration under the Securities Act.

03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS The information set forth in Items 1.01, 2.01 and 3.01 is incorporated by reference herein.

01 CHANGES IN CONTROL OF REGISTRANT

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT The information set forth in Item 2.01 is incorporated by reference herein. ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Prior to the Reorganization, the Bank and the Predecessor had the same directors. The directors of the Bank will continue as directors of the Bank, and will continue to be entitled to the same compensation and equity-based and other incentive awards as they held immediately prior to the Reorganization as directors of the Predecessor and/or the Bank. Following consummation of the Reorganization, the executive officers of the Predecessor will continue to hold the same offices with the Bank as they held with the Predecessor prior to the Reorganization, and will continue to be entitled to the same compensation and equity-based and other incentive awards as they held immediately prior to the Reorganization. The information set forth in Item 2.01 above relating to the Plans is incorporated by reference herein.

01 OTHER EVENTS

ITEM 8.01 OTHER EVENTS On October 17, 2025, the Bank issued a press release announcing the completion of the Reorganization. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit Number Description 2.1 Amended and Restated Agreement and Plan of Merger, dated as of September 22, 2025, by and between Flagstar Financial, Inc. and Flagstar Bank, National Association. 3.1 Form of Amended and Restated Articles of Association of Flagstar Bank, National Association. 3.2 Amended and Restated Bylaws of Flagstar Bank, National Association. 4.1 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wilmington Trust, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc. 4.2 Third Supplemental Indenture, dated as of October 17, 2025, by and among Wilmington Trust, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc. 4.3 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wells Fargo Bank, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc., relating to Flagstar Statutory Trust III. 4.4 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wells Fargo Bank, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc., relating to Flagstar Statutory Trust V . 4.5 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wells Fargo Bank, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc., related to Flagstar Statutory Trust VI. 4.6 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wells Fargo Bank, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc., related to Flagstar Statutory Trust VIII. 4.7 Second Supplemental Indenture, dated as of October 17, 2025, by and among Wells Fargo Bank, National Association, as Trustee, Flagstar Bank, National Association and Flagstar Financial, Inc., related to Flagstar St

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