RCP Eagle Holdings and affiliates report a significant ownership position in Flagstar Bank, National Association. The group beneficially owns 35,981,113 shares of common stock, representing 8.65% of Flagstar’s outstanding shares, based on 415,755,877 shares reported in the company’s Form 10-Q.
RCP Eagle Holdings LP directly holds the shares, while RCP Eagle Holdings GP LLC, RCP GenPar HoldCo LLC, and other Reverence Capital-related entities may be deemed indirect beneficial owners through their control structure. Voting and disposition decisions are made by an investment committee, whose members are identified but each disclaims beneficial ownership.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FLAGSTAR BANK, NATIONAL ASSOCIATION
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
649445400
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
649445400
1
Names of Reporting Persons
RCP Eagle Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
35,981,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
35,981,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,981,113.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.65 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Calculated based on 415,755,877 shares of Common Stock as disclosed in the Quarterly Report on Form 10-Q (the "Form 10-Q") filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025.
SCHEDULE 13G
CUSIP No.
649445400
1
Names of Reporting Persons
RCP Eagle Holdings GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
35,981,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
35,981,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,981,113.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.65 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Calculated based on 415,755,877 shares of Common Stock as disclosed in the Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
CUSIP No.
649445400
1
Names of Reporting Persons
RCP GenPar HoldCo LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
35,981,113.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
35,981,113.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
35,981,113.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.65 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Calculated based on 415,755,877 shares of Common Stock as disclosed in the Form 10-Q filed with the SEC on November 6, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
FLAGSTAR BANK, NATIONAL ASSOCIATION
(b)
Address of issuer's principal executive offices:
102 Duffy Avenue, Hicksville, New York 11801
Item 2.
(a)
Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) RCP Eagle Holdings LP ("RCP Eagle")
(ii) RCP Eagle Holdings GP LLC ("RCP Eagle GP")
(iii) RCP GenPar HoldCo LLC ("GenPar HoldCo")
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is c/o Reverence Capital Partners, L.P., 590 Madison Avenue, 29th Floor, New York, New York 10022.
(c)
Citizenship:
See responses to row 4 on each cover page.
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
649445400
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See responses to row 9 on each cover page.
RCP Eagle directly holds the reported securities. RCP Eagle GP is the general partner of RCP Eagle and, as a result, may be deemed to beneficially own the securities directly held by RCP Eagle. Further, 100% of the outstanding equity interests of RCP Eagle GP are held by Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, L.P. ("Fund V GP"). Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, LLC ("Fund V GP LLC") is the general partner of Fund V GP. Reverence Capital Partners, L.P. is the managing member of Fund V GP LLC, while RCP GenPar LP ("GenPar LP") holds 100% of the outstanding equity interests in Fund V GP LLC and GenPar HoldCo is the general partner of GenPar LP. Accordingly, each of the foregoing (the "RCP Indirect Entities") may be deemed to have beneficial ownership of the reported securities directly held by RCP Eagle. Decisions with respect to the voting and disposition of the reported securities are made by the majority vote of an investment committee. Each of Milton Berlinski, Peter Aberg and Alexander Chulack, as members of the investment committee, may be deemed to share voting and dispositive power with respect to the reported securities but disclaim such beneficial ownership.
Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by RCP Eagle, or any of the RCP Indirect Entities or members of the investment committee that it is the beneficial owner of any of the Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the RCP Indirect Entities and such investment committee members.
(b)
Percent of class:
See responses to row 11 on each cover page.
The Reporting Persons beneficially own 35,981,113 shares of Common Stock, representing 8.65% of the Common Stock outstanding as of the date hereof. All such ownership percentages of the securities reported herein are calculated assuming 415,755,877 Common Stock outstanding as reported by the Issuer in the Form 10-Q.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See responses to row 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See responses to row 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See responses to row 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to row 8 on each cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RCP Eagle Holdings LP
Signature:
/s/ Milton R. Berlinski
Name/Title:
Milton R. Berlinski / Authorized Signatory
Date:
01/30/2026
RCP Eagle Holdings GP LLC
Signature:
/s/ Milton R. Berlinski
Name/Title:
Milton R. Berlinski / Authorized Signatory
Date:
01/30/2026
RCP GenPar HoldCo LLC
Signature:
/s/ Milton R. Berlinski
Name/Title:
Milton R. Berlinski / Authorized Signatory
Date:
01/30/2026
Comments accompanying signature: RCP EAGLE HOLDINGS LP, By: RCP Eagle Holdings GP LLC, Its: General Partner. RCP EAGLE HOLDINGS GP LLC, By: Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, L.P., Its: Member, By: Reverence Capital Partners Opportunities Fund V (PE Fund III) GP, LLC, Its: General Partner.
Exhibit Information
Exhibit 99.1 Joint Filing Agreement, dated as of January 30, 2026, by and among the Reporting Persons.
