Flagstar Financial Files Proxy Amendment

TL;DR

Flagstar Financial (fka NYCB) filed an amended proxy statement on 9/22/25.

AI Summary

Flagstar Financial, Inc. filed an amended proxy statement (DEFA14A) on September 22, 2025. This filing is an amendment to a previous filing and concerns the company's proxy materials. The company was formerly known as New York Community Bancorp, Inc. until a name change on March 11, 2024.

Why It Matters

This filing indicates ongoing corporate governance activities and potential shareholder communications related to Flagstar Financial, Inc., formerly New York Community Bancorp.

Risk Assessment

Risk Level: low — This is a routine amendment to a proxy statement, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• FLAGSTAR FINANCIAL, INC. (company) — Filer of the DEFA14A
• NEW YORK COMMUNITY BANCORP, INC. (company) — Former name of Flagstar Financial, Inc.
• 0001140361-25-035709 (filing_id) — Accession number for the filing
• 20250922 (date) — Filing date of the DEFA14A
• 20240311 (date) — Date of name change from New York Community Bancorp, Inc.

FAQ

Key Financial Figures

• $0 — ares of Bank Common Stock, par value of $0.01, issued and outstanding, 515,000 sha

Filing Documents

• ny20053183x1_defa14a.htm (DEFA14A) — 565KB
• 0001140361-25-035709.txt ( ) — 566KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under 240.14a-12 Flagstar Financial, Inc. (Name of registrant as specified in its charter) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. AMENDMENT TO PROXY STATEMENT DATED AUGUST 22, 2025 FOR THE SPECIAL MEETING OF FLAGSTAR FINANCIAL, INC. TO BE HELD ON OCTOBER 15, 2025 Flagstar Financial, Inc. (the " Company ") is filing this Amendment No. 1 (this " Amendment ") to amend the Company's definitive proxy statement for its special meeting to be held on October 15, 2025 (the " Proxy Statement "), which was filed with the Securities and Exchange Commission on August 22, 2025. This Amendment updates Appendices A and B of the Proxy Statement. Appendix A contains the second amended and restated agreement and plan of merger (the " Merger Agreement ") between the Company and Flagstar Bank, National Association (the " Bank "). Appendix B contains the amended and restated proposed articles of association (the " Proposed Articles of Association ") of the Bank that will take effect following the reorganization. On September 22, 2025, the Bank and the Company amended and restated the Merger Agreement to include additional provisions contemplated by the National Bank Act. Attached hereto as Amended Appendix A is the revised Merger Agreement, with new text bold and underlined and deleted text bold and struck through. On September 22, 2025, the Bank's board of directors approved changes to the Proposed Articles of Association to make clear that the Bank's board of directors has the authority to declare and pay dividends upon Bank common and preferred stock, including dividends to be paid out of the Bank's permanent capital accounts, subject to OCC approval. In addition, the board of directors updated the spread for the floating period on the Series A Preferred Stock to reflect the discontinuation of LIBOR and the Bank's adoption of SOFR as provided in the LIBOR Act. Attached hereto as Amended Appendix B is the revised Proposed Articles of Association, with new text bold and underlined and deleted text bold and struck through. No other changes have been made to the Proxy Statement or to the matters to be considered by the shareholders. This Amendment should be read in conjunction with the Proxy Statement. If you have already returned your proxy card or provided voting instructions, you do not need to take any action unless you wish to change your vote. If you wish to change your vote, please refer to the information provided under "Can I change my vote after I return my proxy card?" on page 5 of the Proxy Statement. AMENDED APPENDIX A: SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FLAGSTAR FINANCIAL, INC., AND FLAGSTAR BANK, N.A. AGREEMENT AND PLAN OF MERGER OF FLAGSTAR FINANCIAL, INC. AND FLAGSTAR BANK, N.A. This Second Amended and Restated Agreement and Plan of Merger (this " Agreement "), dated as of August 22 September 22 , 2025, is adopted and made by and between FLAGSTAR FINANCIAL, INC., a Delaware corporation that will, prior to the Effective Time, convert into FLAGSTAR FINANCIAL, FEDERAL SAVINGS ASSOCIATION, an interim federal savings association chartered by the Office of the Comptroller of the Currency (the " Conversion ") (either Flagstar Financial, Inc. or Flagstar Financial, Federal Savings Association, as the case may be, is the " Company "), and FLAGSTAR BANK, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States with its main office in Hicksville, New York (the " Bank "). WITNESSETH: WHEREAS, the respective Boards of Directors of the Company and the Bank have each adopted a resolution approving this Agreement, authorizing the execution hereof and recommending that this Agreement and the merger of the Company with and into the Bank (the " Merger ") contemplated hereby be submitted to the shareholders of the Company and the Bank, respectively, for approval; WHEREAS, prior to the Effective Time, the

View Full Filing

View this DEFA14A filing on SEC EDGAR