FLAGSTAR BANK, N.A. ANNOUNCES COMPLETION OF HOLDING COMPANY REORGANIZATION

Rhea-AI Summary

Flagstar Bank (NYSE: FLG) announced completion of its holding company reorganization effective October 17, 2025, merging Flagstar Financial into Flagstar Bank, N.A., with the Bank now the surviving public entity.

The move is intended to simplify corporate structure, reduce regulatory burden, and lower operating expenses. Trading will continue under the ticker FLG and the Bank name beginning October 20, 2025. The reorganization does not affect client accounts or day-to-day operations.

At June 30, 2025 consolidated balances were: $92.2B assets, $64.4B loans, $69.7B deposits, and $8.1B equity.

Positive

• Reorganization completed effective October 17, 2025
• NYSE listing continues under FLG from October 20, 2025
• $92.2B assets at June 30, 2025
• $69.7B deposits at June 30, 2025

Negative

• Anticipated benefits of the reorganization are forward-looking and may not be realized
• Company disclosed previously identified material weaknesses in internal control over financial reporting
• Reorganization may not eliminate regulatory obligations tied to institutions with >$100B asset requirements

Insights

Corporate restructuring analyst

Flagstar completed a holdco-to-bank merger that simplifies structure, may cut costs, and keeps ticker FLG starting October 20, 2025.

The transaction makes Flagstar Bank, N.A. the surviving public entity, eliminating the separate holding company layer and thereby simplifying governance and regulatory filings. On a consolidated basis at June 30, 2025, the former holding company reported $92.2 billion of assets, $64.4 billion of loans, deposits of $69.7 billion, and total stockholders' equity of $8.1 billion, indicating the reorganization affects a large regional franchise.

The expected benefits—lower regulatory burden and reduced operating expenses—depend on execution of integration tasks and regulator acceptance of the new structure; forward‑looking disclaimers explicitly list material uncertainties and remediation items, including previously disclosed material weaknesses in internal control. Management states no impact to clients or operations, but realization of cost and regulatory savings is contingent on regulatory treatment and successful internal controls remediation.

Watch the near term: trading under the name Flagstar Bank, National Association and ticker "FLG" begins on October 20, 2025. Monitor subsequent SEC filings and periodic reports for realized expense reductions, any regulatory communications about the reorganization, and disclosures on remediation progress and capital metrics over the next 12 months.

HICKSVILLE, N.Y., Oct. 17, 2025 /PRNewswire/ -- 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 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; 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.

Investor Contact: 
Salvatore J. DiMartino
516-683-4286

Media Contact:     
Steven Bodakowski
248-312-5872 

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SOURCE Flagstar Bank, N.A.

FAQ

What did Flagstar (FLG) announce on October 17, 2025 about its corporate structure?

Flagstar completed a holding company reorganization merging Flagstar Financial into Flagstar Bank, N.A., effective October 17, 2025.

Will Flagstar stock ticker FLG change after the October 2025 reorganization?

No; the company will continue trading under the ticker FLG, with the Bank name effective October 20, 2025.

Does the reorganization affect Flagstar customer accounts or services?

No; the reorganization has no impact on client accounts, services, or day-to-day operations.

What were Flagstar's key balance sheet figures at June 30, 2025 reported with the reorganization?

Flagstar reported $92.2B assets, $64.4B loans, $69.7B deposits, and $8.1B stockholders' equity.

What investor risks did Flagstar highlight about the reorganization on October 17, 2025?

The company warned that anticipated benefits are forward-looking and subject to risks including regulatory, economic, and execution factors.

When will Flagstar Bank start using its bank name on the NYSE after the reorganization?

Flagstar Bank, N.A. will begin using its bank name on the NYSE starting October 20, 2025 while retaining the FLG symbol.