Flagstar Financial (FLG) wins OCC approval to merge into Flagstar Bank and shift NYSE listing

Rhea-AI Filing Summary

Flagstar Financial, Inc. received approval from the Office of the Comptroller of the Currency on October 3, 2025 to reorganize as a federal interim savings bank and then merge into Flagstar Bank, National Association, with Flagstar Bank as the surviving entity. As part of this internal reorganization, Flagstar Bank is expected to become the publicly traded company on the New York Stock Exchange, replacing the current holding company structure.

The transaction still requires approval from Flagstar Financial’s shareholders at a meeting scheduled for October 15, 2025. If shareholders approve, the company expects the reorganization and merger to close in mid‑ to late‑October 2025. The company issued a press release on October 6, 2025 announcing the OCC approval and planned internal merger.

Insights

Bank regulatory & corporate structure analyst

Flagstar gains key OCC approval for internal merger; closing now hinges on shareholder vote.

The core development is OCC approval for Flagstar Financial, Inc. to reorganize as a federal interim savings bank and then merge into Flagstar Bank, National Association, leaving Flagstar Bank as the surviving entity. This is an internal restructuring rather than an external acquisition, and it shifts the publicly traded entity from the holding company to the bank itself on the New York Stock Exchange.

The filing states that the transaction remains subject to shareholder approval at a meeting scheduled for October 15, 2025, with an expected closing in mid‑ to late‑October 2025 if approved. That means regulatory risk from the OCC is largely addressed, while voting outcomes and execution of the reorganization are the remaining steps. Subsequent disclosures after closing will be important to understand any changes in governance, reporting format, or capital structure tied to the new publicly traded bank entity.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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 3, 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 8.01 Other Events

On October 3, 2025, the Office of the Comptroller of the Currency approved the application of Flagstar Financial, Inc. (the “Company”) to reorganize as a federal interim savings bank and immediately thereafter merge with and into Flagstar Bank, National Association (“Flagstar Bank”), with Flagstar Bank as the surviving entity. As a result of the transaction, Flagstar Bank will become publicly traded on the New York Stock Exchange. The transaction remains subject to approval of the Company’s shareholders, which will be considered at a meeting scheduled for October 15, 2025. Subject to obtaining shareholder approval, the Company expects the transaction to close in mid-to late- October 2025.

Item 9.01 Financial Statements and Exhibits

(d) Attached as Exhibit 99.1 is the press release issued by the Company on October 6, 2025 announcing the receipt of OCC approval of internal reorganization and merger.

Exhibit						Description of Exhibit
No.
99.1						Press release issued by the Company on October 6, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 7, 2025						FLAGSTAR FINANCIAL, INC.
									/s/ Bao Nguyen
									Bao Nguyen
									Senior Executive Vice President, General Counsel and Chief of Staff

FAQ

What regulatory approval did Flagstar Financial (FLG) receive in this 8-K?

The company received approval from the Office of the Comptroller of the Currency on October 3, 2025 to reorganize as a federal interim savings bank and then merge with and into Flagstar Bank, National Association, with Flagstar Bank as the surviving entity.

How will this transaction affect Flagstar Financial (FLG) as a public company?

After the internal reorganization and merger, Flagstar Bank, National Association will become the publicly traded entity on the New York Stock Exchange, effectively replacing Flagstar Financial, Inc. as the listed company.

Is shareholder approval required for Flagstar Financial’s internal reorganization?

Yes. The transaction remains subject to approval of the company’s shareholders, with the vote scheduled to be considered at a meeting on October 15, 2025.

When does Flagstar Financial expect the merger with Flagstar Bank to close?

Subject to obtaining shareholder approval, the company expects the internal reorganization and merger to close in mid‑ to late‑October 2025.

What additional disclosure did Flagstar Financial (FLG) provide about this OCC approval?

Flagstar attached as Exhibit 99.1 a press release issued on October 6, 2025 announcing receipt of OCC approval for the internal reorganization and merger of the company into Flagstar Bank, National Association.

Will Flagstar Bank continue to trade on the New York Stock Exchange?

Yes. The filing states that as a result of the transaction, Flagstar Bank, National Association will become publicly traded on the New York Stock Exchange.