| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
FLAGSTAR BANK, N.A. |
| (c) | Address of Issuer's Principal Executive Offices:
102 Duffy Avenue, Hicksville,
NEW YORK
, 11801. |
Item 1 Comment:
This Amendment No. 5 amends and supplements the Schedule 13D, originally filed on March 14, 2024, as amended through the date hereof (as so amended, the "Schedule 13D") and is being filed with the Securities and Exchange Commission (the "SEC") by the "Reporting Persons" identified herein relating to the Common Stock, par value U.S. $0.01 per share (the "Common Stock"), of Flagstar Bank, National Association, a national bank (the "Issuer"). References to the "Issuer" in the original Schedule 13D and prior amendments are to Flagstar Financial, Inc. (the "Predecessor"), which was formerly known as New York Community Bancorp, Inc. As a result of the merger between the Issuer and the Predecessor, effective October 17, 2025, the Issuer is the successor issuer to the Predecessor with respect to the Common Stock under Rule 12g-3(a). |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by each of:
(i) Liberty 77 Capital L.P. (the "Liberty Manager"), a Delaware limited partnership which is the investment manager of the Liberty Funds (defined in Item 5(d) below) and manager of the Liberty Purchaser;
(ii) Liberty Strategic Capital (CEN) Holdings, LLC (the "Liberty Purchaser"), a Delaware limited liability company;
(iii) Liberty 77 Capital Partners L.P. (the "Liberty Manager GP"), a Delaware limited partnership and the general partner of the Liberty Manager;
(iv) Liberty Capital L.L.C., a Delaware limited liability company and the general partner of the Liberty Manager GP;
(v) STM Partners LLC, a Delaware limited liability company which indirectly controls the Liberty Manager and the Liberty Purchaser;
(vi) Steven T. Mnuchin ("Secretary Mnuchin"), an individual and citizen of the United States and president of STM Partners LLC,
each person or entity listed in clauses (i) - (vi), a "Reporting Person" and, collectively, the "Reporting Persons."
The Reporting Persons are making this single, joint filing, pursuant to a joint filing agreement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which is filed as Exhibit 1 hereto. |
| (b) | The address of the principal place of business and principal office of the Reporting Persons is c/o Liberty 77 Capital L.P., 2099 Pennsylvania Avenue NW, Washington, D.C. 20006. |
| (c) | See Item 2(a). |
| (d) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | See Item 2(a). |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended to add the following:
On October 17, 2025, the Issuer completed a merger (the "BHC Merger") with its bank holding company parent, Flagstar Financial, Inc. (the "Predecessor"), which was referred to as the "Issuer" in the Reporting Persons' previous Schedule 13D filings. The Issuer is the surviving entity of the BHC Merger. As a national bank, the Issuer is required to file its reports under the Exchange Act with the Office of the Comptroller of the Currency (the "OCC"), whereas the Predecessor made its Exchange Act filings with the SEC. The Issuer has announced its intention to voluntarily make Exchange Act filings with the SEC; therefore, the Reporting Persons intend to amend this Schedule 13D by filing with the SEC in satisfaction of any obligation they might have to file with the OCC.
As part of the BHC Merger, the Predecessor common stock and restricted stock units beneficially owned by the Reporting Persons were exchanged for substantially equivalent securities of the Issuer. Pursuant to the BHC Merger, the 135,000 Issued Warrants owned by the Liberty Purchaser were exchanged for 135,000 new warrants (the "New Warrants") which are substantially equivalent to the Issued Warrants, except that they may be exercised for Common Stock to the extent that none of the Reporting Persons would be deemed to own 25% or more of the Common Stock, among other requirements. Based upon the information available to the Reporting Persons as of October 20, 2025, approximately 115,520 New Warrants are eligible to be exercised for 38,506,725 shares of Common Stock, and the remaining New Warrants may only be exercised for Series D NVCE Stock. The number of New Warrants which may be exercised for Common Stock is expected to change from time to time based upon, among other things, the number of issued and outstanding shares of Common Stock, the number of shares of Common Stock beneficially owned by the Reporting Persons, and the issuance, vesting, or expiration of restricted stock units owned by Steven T. Mnuchin. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Item 4 and the cover page for each Reporting Person, which are incorporated by reference herein.
As of the date of this Schedule 13D, the Reporting Persons are deemed to beneficially own 113,520,361 shares of Common Stock (representing approximately 24.9% of the Common Stock outstanding), of which 74,999,994 shares of Common Stock are held directly by the Liberty Purchaser, 38,506,725 shares of Common Stock may be issued to the Liberty Purchaser upon exercise of the New Warrants it holds, 100 shares are held directly by Steven T. Mnuchin, and 13,542 service-based restricted stock units were granted to Steven T. Mnuchin on January 29, 2025, and which amounts may all be deemed to be indirectly beneficially owned by the other Reporting Persons.
References to percentage ownership of the Common Stock in this Schedule 13D are based on 415,561,180 shares of Common Stock outstanding, based on the information reported by the Predecessor in its definitive proxy statement on Schedule 14A filed with the SEC on August 22, 2025.
The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group. |
| (b) | Each of the Reporting Persons has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the Common Shares indicated on such Reporting Person's cover page included herein. |
| (c) | There have been no transactions in the Common Stock effected by the Reporting Persons during the past sixty days. |
| (d) | Liberty 77 Fund L.P. and Liberty 77 Fund International L.P. (the "Liberty Funds") are the members of the Liberty Purchaser and, as such, have the right to receive dividends from, or the proceeds from the sale of, the securities that are reported in this Schedule 13D. Liberty 77 Capital GenPar L.P. is the general partner of each of the Liberty Funds. Liberty 77 Capital UGP L.L.C. is the general partner of Liberty 77 Capital GenPar L.P. STM Partners LLC is the managing member of Liberty 77 Capital UGP L.L.C. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended to add the following:
On October 17, 2025, the Reporting Persons, the Predecessor, and the Issuer entered into an amendment to the Registration Rights Agreement, pursuant to which the Issuer succeeded to and was substituted for the Predecessor in the Registration Rights Agreement. The amendment also updated the Registration Rights Agreement to reflect that the Issuer's securities are exempted securities under the Securities Act, but offers and sales of the Issuer's securities are subject to the OCC's rules relating to the offer and sale of securities of a national bank. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: Joint Filing Agreement and Power of Attorney (previously filed).
Exhibit 5: Amendment to Registration Rights Agreement, dated as of October 17, 2025, by and between Flagstar Bank, National Association; Flagstar Financial, Inc.; and Liberty Strategic Capital (CEN) Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Flagstar Bank, National Association on October 20, 2025). |
