FLG shareholders approve bank-surviving merger and conversion

Rhea-AI Filing Summary

Flagstar Financial, Inc. reported the results of a special shareholder meeting, where investors approved an internal reorganization to merge the holding company into its bank subsidiary, Flagstar Bank, N.A., with the bank continuing as the surviving entity. Shareholders also approved converting the company into an interim federal savings association immediately before the merger.

Participation was strong: 324,632,828 shares were represented (78.11% quorum) out of 415,561,180 shares outstanding as of August 18, 2025. The merger plan received 323,484,538 votes for, 697,949 against, and 450,341 abstentions. The conversion proposal received 323,457,796 votes for, 724,931 against, and 450,101 abstentions. Because both proposals passed, an adjournment proposal was rendered moot and not announced.

Insights

Bank regulatory and corporate actions analyst

Shareholders approved an internal merger and charter conversion with strong support.

The approvals authorize an internal reorganization in which Flagstar Financial merges into Flagstar Bank, N.A., with the bank as the surviving entity. A related step to convert the company into an interim federal savings association immediately prior to the merger was also approved.

Turnout was high at a 78.11% quorum, and vote margins were decisive: the merger drew 323,484,538 votes for; the conversion, 323,457,796 for. These outcomes permit the company to proceed, subject to any remaining procedural or regulatory steps referenced outside this excerpt.

Subsequent disclosures may detail the effective timing and implementation mechanics. The adjournment authorization became moot after both proposals passed.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2025

FLAGSTAR FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-31565

06-1377322

(State or Other Jurisdiction of Incorporation)

Commission File Number

(IRS Employer Identification No.)

102 Duffy Avenue,			Hicksville,			New York			11801
(Address of principal executive offices)

(516) 683-4100

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

FLG

New York Stock Exchange

Bifurcated Option Note Unit Securities SM

FLG PRU

New York Stock Exchange

Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock

FLG PRA

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders

(a) The special meeting of shareholders (the “Meeting”) of Flagstar Financial, Inc. (the "Company") was held on Wednesday, October 15, 2025, virtually via webcast, pursuant to notice duly given.

(b) At the close of business on August 18, 2025, the record date for the determination of shareholders entitled to vote at the Meeting, there were 415,561,180 outstanding shares of the Company’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.

(c) At the Meeting, the holders of 324,632,828 (78.11%) shares of the Company’s common stock were represented in person or by proxy, constituting a quorum.

(d) The matters considered and voted on by the Company’s shareholders at the Meeting, and the vote itself, were as follows:

1)Approval and adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 22, 2025, by and between the Company and its wholly-owned bank subsidiary, Flagstar Bank, N.A. (the ‘‘Bank’’), as such agreement may be amended from time to time, referred to as the ‘‘plan of merger,’’ effecting an internal corporate reorganization in which the Company will be merged with and into the Bank, with the Bank continuing as the surviving entity (the “Merger Proposal”):

Shares Voted For			Shares Voted Against			Abstentions
323,484,538			697,949			450,341

There were 0 broker non-votes on this proposal.

2)Approval of the conversion of the Company into an interim federal savings association to be called Flagstar Financial, Federal Savings Association, immediately prior to the merger (the “Conversion Proposal”):

Shares Voted For			Shares Voted Against			Abstentions
323,457,796			724,931			450,101

There were 0 broker non-votes on this proposal.

(e) The shareholders of the Company also considered and voted on a proposal to authorize the Company’s board of directors or an authorized committee thereof to adjourn or postpone the Meeting to a later date, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the Merger Proposal or the Conversion Proposal, or both proposals, or to vote on other matters properly brought before such Meeting (the “Adjournment Proposal”). Because the Merger Proposal and the Conversion Proposal were both approved, the Adjournment Proposal was rendered moot and the results of the vote on the Adjournment Proposal were not announced at the Meeting.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:			October 16, 2025						FLAGSTAR FINANCIAL, INC.
									/s/ Bao Nguyen
									Bao Nguyen
									Senior Executive Vice President, General Counsel and Chief of Staff

FAQ

What did FLG shareholders approve at the special meeting?

They approved merging Flagstar Financial, Inc. into Flagstar Bank, N.A., with the bank surviving, and approved converting into an interim federal savings association immediately prior to the merger.

How strong was FLG shareholder participation and support?

Quorum was 324,632,828 shares (78.11%). The merger received 323,484,538 for, 697,949 against, 450,341 abstaining; the conversion received 323,457,796 for, 724,931 against, 450,101 abstaining.

What was the record date and total shares outstanding for FLG?

As of August 18, 2025, there were 415,561,180 shares of common stock outstanding and entitled to vote.

What happens to the adjournment proposal for FLG?

It was rendered moot because both the merger and conversion proposals were approved, so results for it were not announced.

Which entity will survive after the FLG internal merger?

Flagstar Bank, N.A. will continue as the surviving entity.

When was the FLG special meeting held?

It was held on October 15, 2025, virtually via webcast.