[8-K] New York Community Bancorp, Inc. Reports Material Event

Rhea-AI Filing Summary

Triumph Group, Inc. (TGI) filed a Form 8-K reporting that on 30 June 2025 it executed amendments to its $75 million receivables securitization facility, originally established in August 2008.

The company and its special-purpose entity, Triumph Receivables, LLC, entered into three restated agreements: (1) the Receivables Purchase Agreement, (2) the Purchase and Sale Agreement, and (3) a Performance Guaranty.

Main changes:

• Facility administration transferred from PNC Bank, National Association to MUFG Bank, Ltd.
• Updated benchmark transition provisions to reflect market reference rate changes.
• Technical revisions linked to the pending acquisition of Triumph Group by affiliates of Warburg Pincus LLC and Berkshire Partners LLC.

The amendments do not disclose any change to the facility’s $75 million capacity, and no financial statements accompanied the filing.

Aligning the securitization documentation with the upcoming change of control should help preserve liquidity and operational continuity as the acquisition process advances.

Positive

• Administration moved to MUFG Bank, Ltd., providing continuity and potentially stronger banking support during ownership transition.
• Amendments expressly accommodate the pending Warburg Pincus/Berkshire Partners acquisition, reducing transaction execution risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Neutral liquidity housekeeping; keeps $75M facility alive under new bank and buyout structure.

The filing is procedural: it shifts the administrator to MUFG, refreshes rate language, and assures lenders that the Warburg-Berkshire takeover does not breach covenants. There is no expansion in size or tenor, so liquidity is unchanged. For investors, the move lowers execution risk during the change of control but does not materially improve capital structure. I view the impact as neutral.

M&A Specialist

TL;DR: Positive sign—financing aligned with acquisition, reducing close-risk.

Restating the securitization agreements before closing demonstrates proactive deal management. Transferring administration to MUFG and updating benchmarks removes technical hurdles that could delay funding or trigger consents after the buyout. While dollar size stays flat, certainty of receivables liquidity supports working-capital planning under new ownership, which is modestly positive for completion probability.

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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): July 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, Flagstar Bank, National Association (the “Bank”), the wholly owned subsidiary of Flagstar Financial, Inc. (the “Company”), entered into an employment agreement with Richard Raffetto, the Senior Executive Vice President and the President of Commercial and Private Banking of the Bank.

The employment agreement provides that Mr. Raffetto will receive an annual base salary of $700,000 and will be eligible to receive an annual cash bonus with a target amount of $700,000. Beginning in the fourth calendar year of employment, Mr. Raffetto will be eligible to participate in the Company’s long-term equity incentive program and receive annual equity award grants on the same basis as other senior executives of the Company, as determined by the Company in its sole discretion. He will also be eligible to participate in the Bank’s benefit plans on the same basis as other senior executives of the Bank. The employment agreement further provides for the payment of Mr. Raffetto’s costs and expenses relating to his relocation to the New York City metropolitan area.

Additionally, the employment agreement provides that if Mr. Raffetto is terminated by the Bank for cause (as defined in the agreement), if Mr. Raffetto terminates his employment without good reason (as defined in the agreement), or if Mr. Raffetto’s employment is terminated due to death or disability, he will be entitled to receive certain accrued benefits through the termination date. The employment agreement also provides that if Mr. Raffetto’s employment is terminated by Mr. Raffetto for good reason or by the Bank without cause, Mr. Raffetto will also generally be entitled to receive additional continued health care benefits and a lump sum payment equal to Mr. Raffetto’s base salary and target bonus that would have been paid from the termination date until the third anniversary of the effective date of the employment agreement.

The employment agreement also includes post-employment restrictive covenants, including 12-month non-solicitation of customers and employees, six-month non-competition related to direct competition with the Company’s then-existing material businesses, perpetual confidentiality and mutual non-disparagement.

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

FAQ

What did Triumph Group (TGI) announce in its 30 June 2025 Form 8-K?

It executed amendments to its $75 million receivables securitization facility, including new agreements and an administrator change.

How large is Triumph Group’s receivables securitization facility?

The facility remains at $75 million.

Which bank now administers the securitization facility?

MUFG Bank, Ltd. replaced PNC Bank, National Association as administrator and LC bank.

Why were the securitization agreements amended?

To update benchmark provisions and ensure compliance with the pending acquisition by Warburg Pincus and Berkshire Partners affiliates.

Did the amendments change the facility’s size or provide new funding?

No change to the $75 million capacity was disclosed.

Were financial statements or earnings data included in the 8-K?

No. Item 9.01 lists only the amended agreements as exhibits; no financial statements accompanied the filing.