Welcome to our dedicated page for FLAGSTAR BANK, NATIONAL ASSOCIATION SEC filings (Ticker: FLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Flagstar Bank, National Association filings document the bank's public-company reporting as a national bank with NYSE-listed common stock, Bifurcated Option Note Unit Securities, and depositary shares tied to Series A noncumulative perpetual preferred stock. Current reports record quarterly operating results, Regulation FD presentations, annual-meeting notices, and board changes.
Proxy materials cover director elections, governance, executive compensation, shareholder meeting procedures, and pay-versus-performance disclosures. The filing record also identifies capital-structure matters for common and preferred securities, material-event exhibits, and risk-related disclosure categories tied to the bank's regional banking, lending, deposit, and funding activities.
Flagstar Bank, National Association filed an 8-K stating it issued a news release reporting financial results for the quarter ended September 30, 2025. The release is furnished as Exhibit 99.1.
The filing lists the company’s securities on the NYSE: common stock (FLG), Bifurcated Option Note Unit Securities SM (FLG PRU), and depositary shares for Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock (FLG PRA). The report was signed by Executive Vice President and Director of Investor Relations, Salvatore DiMartino.
Liberty 77 Capital and affiliates filed Amendment No. 5 to Schedule 13D reporting beneficial ownership of 113,520,361 shares of Flagstar Bank, N.A. common stock, representing 24.9% of the class.
The filing reflects the October 17, 2025 merger in which Flagstar Bank, N.A. became successor issuer to Flagstar Financial, Inc. Holdings comprise 74,999,994 shares held directly by Liberty Strategic Capital (CEN) Holdings, LLC, up to 38,506,725 shares issuable upon exercise of New Warrants, plus 100 shares and 13,542 service-based RSUs held by Steven T. Mnuchin. As of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for common stock, subject to a condition that none of the reporting persons would be deemed to own 25% or more. Each reporting person has sole voting and dispositive power; no transactions occurred in the last sixty days.
The parties amended the Registration Rights Agreement to substitute the bank as issuer and note OCC-related securities sale rules.
Flagstar Bank, National Association filed a Form 25 to remove certain securities from listing and/or registration on the New York Stock Exchange under Section 12(b) of the Exchange Act.
The notification covers common stock, depositary shares each representing a 1/40th interest in Fixed‑to‑Floating Rate Series A Noncumulative Perpetual Preferred Stock, and Bifurcated Option Note Unit Securities. The filing states the NYSE has complied with 17 CFR 240.12d2‑2(b), and the issuer has complied with exchange rules and 17 CFR 240.12d2‑2(c) for voluntary withdrawal.
Flagstar Bank, National Association completed an internal reorganization on October 17, 2025 and became the successor issuer to Flagstar Financial, Inc. under Rule 12g-3(a). Shares of the predecessor’s common and preferred stock converted on a one-for-one basis into corresponding Bank securities, and existing warrants—including those forming part of the BONUSES Units—now reference Bank securities on the same terms.
The Bank assumed the predecessor’s senior notes, including 5.90% Fixed-to-Floating Rate Notes due 2028 and 4.125% Fixed-to-Floating Rate Notes due 2030, and assumed junior subordinated debentures totaling $610 million outstanding as of September 30, 2025. Depositary shares for Bank Series A and the BONUSES Units remain registered or deemed registered under the Exchange Act.
The Bank will be regulated and supervised by the OCC and intends to continue making SEC submissions as a voluntary filer. The NYSE will treat the Bank’s common stock as a continued listing under the symbol FLG effective October 20, 2025. An amendment to a March 11, 2024 Registration Rights Agreement substituted the Bank as party and reflects OCC Part 16 oversight of national bank securities.
Flagstar Financial (FLG) reported an insider transaction on 10/15/2025. An officer (EVP & Principal Accounting Officer) surrendered 2,701 shares of common stock in a Code F transaction, which reflects shares withheld to cover taxes when restrictions lapsed. The reported transaction price was $0, consistent with tax withholding.
Following this transaction, the officer’s directly held balance is 69,009 shares. The filing was made by a single reporting person and indicates direct ownership.
Flagstar Financial (FLG) reported an insider transaction by its EVP and Chief Risk Officer. On 10/15/2025, the officer surrendered 6,198 shares of common stock (Transaction Code F) at $0 to cover taxes due when restrictions lapsed.
Following this tax withholding, the reporting person beneficially owns 99,069 shares, held directly.
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.
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.
Liberty-affiliated investors report an 18.1% stake (75,013,636 shares) in Flagstar Financial, Inc. (formerly New York Community Bancorp) and have agreed to support a planned internal reorganization. The filing amends a prior Schedule 13D and discloses a Voting and Support Agreement dated August 22, 2025, under which the Liberty Purchaser will vote to approve the issuer's planned Conversion into an interim federal savings association and the subsequent Merger of the issuer into its bank subsidiary, Flagstar Bank, N.A. A special shareholder meeting to vote on the reorganization is scheduled for October 15, 2025. Ownership figures are based on 415,561,180 shares outstanding reported in the issuer's proxy and show that the Liberty Purchaser directly holds 74,999,994 shares; Steven T. Mnuchin holds 100 shares plus 13,542 restricted stock units.