Major holders back Flagstar Financial (NYCB) merger into Flagstar Bank, N.A.

Rhea-AI Filing Summary

Flagstar Financial, Inc. entered into voting agreements with major shareholders and updated its internal reorganization merger plan with its bank subsidiary. Affiliates of Liberty 77 Capital, Hudson Bay Capital Management, and Reverence Capital Partners collectively held 145,670,546 common shares, or about 35.05% of the company’s outstanding stock as of August 18, 2025.

Each investor agreed to vote in favor of the planned merger of Flagstar Financial into Flagstar Bank, N.A., as well as related conversion and adjournment proposals at a special shareholder meeting scheduled for October 15, 2025, subject to stated limitations. The company and the bank also signed an amended and restated merger agreement clarifying how outstanding Series D non-voting common equivalent preferred stock warrants will be treated in the merger.

Insights

Banking M&A and Capital Structure Analyst

Large shareholders formally commit to support Flagstar’s internal bank merger.

Flagstar Financial secured voting agreements from affiliates of Liberty 77 Capital, Hudson Bay Capital Management, and Reverence Capital Partners. These investors collectively held 145,670,546 common shares, approximately 35.05% of outstanding stock as of August 18, 2025, giving substantial backing to the internal reorganization.

The agreements commit these holders to support the merger of Flagstar Financial into its wholly owned subsidiary, Flagstar Bank, N.A., plus related conversion and adjournment proposals at a special shareholder meeting on October 15, 2025, subject to limitations in the agreements. This increases the likelihood that required shareholder approvals will be obtained.

Separately, the company and the bank executed an amended and restated Agreement and Plan of Merger dated August 22, 2025, aimed solely at clarifying the treatment of outstanding warrants for Series D Non-Voting Common Equivalent Preferred Stock. Future company disclosures may provide more detail on how warrant treatment affects equity holders.

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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): August 22, 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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01 Entry into a Material Definitive Agreement

On August 22, 2025, Flagstar Financial, Inc. (the “Company”), in connection with its previously announced internal reorganization to streamline its corporate structure by merging the Company with and into its wholly-owned bank subsidiary, Flagstar Bank, N.A., a nationally chartered banking association (the “Bank”), with the Bank as the resulting entity, entered into separate voting agreements with affiliates of funds managed by Liberty 77 Capital L.P. (“Liberty”), affiliates of funds managed by Hudson Bay Capital Management, LP (“Hudson Bay”) and affiliates of funds managed by Reverence Capital Partners, L.P. (“Reverence” and, together with Liberty and Hudson Bay, the “Investors”). As of August 18, 2025, the Investors collectively held 145,670,546 shares of the Company’s common stock, which constitutes approximately 35.05% of the Company’s outstanding common stock. Pursuant to the voting agreement between the Company and each Investor, each Investor has agreed to vote in favor of the merger proposal, the conversion proposal, and the adjournment proposal, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed on August 22, 2025, at the special meeting of the Company’s shareholders to be held on October 15, 2025, subject to the limitations set forth in the voting agreements. The form of voting agreement between the Company and each Investor is attached here to as Exhibit 10.1.

In addition, on August 22, 2025, the Company and the Bank entered into an Amended and Restated Agreement and Plan of Merger solely to provide additional clarifications on the treatment of the Company’s outstanding warrants for the Company’s Series D Non-Voting Common Equivalent Preferred Stock in the merger. The Amended and Restated Agreement and Plan of Merger is attached hereto as Exhibit 2.1.

Item 9.01						Financial Statements and Exhibits
(d)						Attached as Exhibit 2.1 is the Amended and Restated Agreement and Plan of Merger between the Company and the Bank, dated as of August 22, 2025. Attached as Exhibit 10.1 is the form of voting agreement between the Company and each Investor, dated as of August 22, 2025.

Exhibit No.						Description of Exhibit
2.1						Amended and Restated Agreement and Plan of Merger between Flagstar Financial, Inc. and Flagstar Bank, N.A., dated as of August 22, 2025
10.1						Form of Voting Agreement between the Company and each Investor, dated as of August 22, 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:			August 22, 2025						FLAGSTAR FINANCIAL, INC.
									/s/ Bao Nguyen
									Bao Nguyen
									Senior Executive Vice President, General Counsel and Chief of Staff

FAQ

What corporate action did Flagstar Financial (NYCB) disclose in this 8-K?

Flagstar Financial disclosed new voting agreements with major investors and an amended merger agreement. These actions support its internal reorganization, merging Flagstar Financial into wholly owned subsidiary Flagstar Bank, N.A., with the bank as the surviving entity, subject to shareholder approval at a special meeting.

How much of Flagstar Financial’s (NYCB) stock do the investors in the voting agreements hold?

As of August 18, 2025, Liberty 77 Capital, Hudson Bay Capital Management, and Reverence Capital Partners affiliates collectively held 145,670,546 Flagstar Financial common shares. This represented approximately 35.05% of the company’s outstanding common stock, giving their voting commitments considerable influence on the merger proposals.

What have Flagstar Financial’s major investors agreed to vote for at the special meeting?

Each investor agreed to vote in favor of the merger proposal, the conversion proposal, and the adjournment proposal. These matters relate to Flagstar Financial’s plan to merge into Flagstar Bank, N.A., and are described in the company’s Definitive Proxy Statement on Schedule 14A filed August 22, 2025.

When is Flagstar Financial’s (NYCB) special shareholder meeting for the merger proposals?

Flagstar Financial scheduled a special shareholder meeting for October 15, 2025. At this meeting, shareholders will vote on the merger proposal, a conversion proposal, and a possible adjournment, with large holders already committed by voting agreements to support these items, subject to agreed limitations.

What change was made to Flagstar Financial’s merger agreement with Flagstar Bank, N.A.?

The company and Flagstar Bank, N.A. entered into an Amended and Restated Agreement and Plan of Merger dated August 22, 2025. The changes solely clarify how outstanding warrants for the Series D Non-Voting Common Equivalent Preferred Stock will be treated in the internal merger transaction.

Which exhibits were filed with Flagstar Financial’s 8-K related to the internal merger?

Flagstar Financial filed Exhibit 2.1, the Amended and Restated Agreement and Plan of Merger with Flagstar Bank, N.A., dated August 22, 2025. It also filed Exhibit 10.1, the form of voting agreement between the company and each investor, likewise dated August 22, 2025.