FLG on NYSE

Flagstar Financial

Logo: Flagstar Financial, Public domain, via Wikimedia Commons5

American bank holding company

Flagstar Bank, N.A. (FLG), is an American regional financial services holding company headquartered in Hicksville, New York. In 2023, the bank operated 395 branches under the names New York Community Bank, Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, Atlantic Bank, Garden State Community Bank, Ohio Savings Bank, AmTrust Bank, Flagstar Bank, and Desert Community Bank. However, they rebranded all of these under the Flagstar name on February 21, 2024.3 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

Nov 23, 1993Founded1

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  • TickerFLG on NYSE1
  • Industrycommercial bank1
  • HeadquartersHicksville1
  • Founded inFlushing1
  • Websitewww.flagstar.com
  • Business address102 Duffy Avenue, Hicksville, Ny 118016
  • Filer categoryLarge accelerated filer6
  • Legal formCommercial Bank4
  • LEIQODK9N71Q3XVQS2JKH914
  • StatusInactive4
  • LEI statusRetired4
  • Registered address102 Duffy Avenue, 11801 Hicksville, United States4
  • Registered withFederal Deposit Insurance Corporation, 160224
Duffy Av Hicksville td (2022-08-10) 045 - NYCB Plaza (100 Duffy Avenue)
Photo: Tdorante10, CC BY-SA 4.0, via Wikimedia Commons8

Flagstar Bank, N.A. (FLG), is an American regional financial services holding company headquartered in Hicksville, New York. In 2023, the bank operated 395 branches under the names New York Community Bank, Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, Atlantic Bank, Garden State Community Bank, Ohio Savings Bank, AmTrust Bank, Flagstar Bank, and Desert Community Bank. However, they rebranded all of these under the Flagstar name on February 21, 2024.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2022

2407.4%Net margin9
17.4%Revenue growth, 202210
7.4%Return on equity11
2.42×Debt to equity12

Where the money goes

Where each dollar of revenue went, fiscal 2022

  • Selling, general and admin9¢$158.0M
  • Interest41¢$696.0M
  • Income tax10¢$176.0M
  • Profit39¢$650.0M

Out of $27.0M in revenue.109

Where each dollar of operating cash went, fiscal 2022

  • Dividends paid31¢$317.0M
  • Share buybacks1¢$7.0M
  • Kept or used elsewhere68¢$702.0M

Out of $1.0B of cash from operations.9

Financial statements

Revenue1310$27.0M in 2022−7% since 2019
0$10.0M$20.0M$30.0M2019: $29.0M$29.0M20192020: $22.0M$22.0M2020−24%2021: $23.0M$23.0M2021+5%2022: $27.0M$27.0M2022+17%
Net income1310129$650.0M in 2022+65% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $395.0M$395.0M20192020: $511.0M$511.0M2020+29%2021: $596.0M$596.0M2021+17%2022: $650.0M$650.0M2022+9%

Every line of the income statement as filed: the last 3 fiscal years, latest first.11

Period ending2025-12-312024-12-312023-12-31
Net (loss) income-$177.0M-$1.1B-$79.0M
Net unrealized gain (loss) on securities available for sale$186.0M-$72.0M$45.0M
Net unrealized gain (loss) in pension and post-retirement obligations$12.0M-$6.0M$18.0M
Net unrealized gain (loss) on cash flow hedges-$47.0M$37.0M-$42.0M
Total other comprehensive gain (loss), net of tax$151.0M-$41.0M$21.0M
Total comprehensive (loss) income, net of tax-$26.0M-$1.2B-$58.0M
Net unrealized gain (loss) on securities available-for-sale$66.0M-$24.0M$15.0M
Net unrealized gain (loss) in pension and post-retirement obligations$5.0M-$2.0M$6.0M
Net unrealized gain (loss) on cash flow hedges-$17.0M$12.0M-$14.0M

Compare Flagstar Financial with another company

Corporate structure

Flagstar Financial sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Flagstar Financial

  • Flagstar Financial Westbury, New York, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Flagstar Financial reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$1.0B11 Dec 31, 2025$1.1B11 Dec 31, 2024−10.8%
Accumulated depreciation$532.0M11 Dec 31, 2025$569.0M11 Dec 31, 2024−6.5%
Property and equipment, net$477.0M11 Dec 31, 2025$562.0M11 Dec 31, 2024−15.1%
Operating-lease assets (leased space)$380.0M11 Dec 31, 2025$416.0M11 Dec 31, 2024−8.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$15.4B9 Dec 31, 2024$11.5B9 Dec 31, 2023+34.5%
Marketable securities, current$10.4B9 Dec 31, 2024$9.2B9 Dec 31, 2023+13.7%
Equity securities at fair value$65.0M11 Dec 31, 2025$14.0M11 Dec 31, 2024+364.3%
Loans, net of allowance$59.7B11 Dec 31, 2025$67.1B11 Dec 31, 2024−11.0%
Deposits held (banks)$66.0B11 Dec 31, 2025$75.9B11 Dec 31, 2024−13.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$09 Dec 31, 2024$012 Dec 31, 2023
Intangible assets, net (excluding goodwill)$381.0M11 Dec 31, 2025$488.0M11 Dec 31, 2024−21.9%
Accumulated amortization$340.0M11 Dec 31, 2025$238.0M11 Dec 31, 2024+42.9%
Finite-lived intangibles, net$381.0M11 Dec 31, 2025$488.0M9 Dec 31, 2024−21.9%

Properties, in its own words

We own certain of our branch offices, as well as our headquarters on Long Island and certain other back-office buildings in New York, Ohio, Florida and Michigan. We also utilize other branch and back-office locations in those states, and in New Jersey, Arizona, California, Indiana, and Wisconsin under various lease and license agreements that expire at various times. (See Note 8 - Leases, Premises and Equipment in Item 8, “Financial Statements and Supplementary Data.”) We believe that our facilities are adequate to meet our present and immediately foreseeable needs.

Item 2 of the 10-K filed Feb 27, 2026.17

The story

Flagstar's predecessor, NYCB, was founded on April 14, 1859, in Flushing, Queens, as Queens County Savings Bank. On December 15, 2000, it changed its name to New York Community Bank to better reflect its market area beyond Queens. In 1993, the company became a public company via an initial public offering.

NYCB underwent multiple acquisitions in the 2000s, acquiring Haven Bancorp for $196 million in 2000, Richmond County Financial in an $802 million transaction in 2001, asset manager Peter B. Cannell & Co. in 2002, Roslyn Bancorp in a $1.6 billion transaction in 2003, Long Island Financial in a $70 million transaction in 2005, Atlantic Bank of New York from the National Bank of Greece for $400 million in 2006, 11 branches in New York City from Doral Financial Corporation in March 2007, Penn Federal Savings Bank for $262 million in April 2007 (adding branches in East Central and North East New Jersey), and Synergy Bank of Cranford, New Jersey, for $168 million in stock in October 2007.

In September 2009, NYCB re-branded the Synergy branches to Garden State Community Bank. In December 2009, the Federal Deposit Insurance Corporation seized AmTrust Bank, a bank headquartered in Cleveland, OH with 66 branches and $13 billion in assets in Ohio, Florida and Arizona. NYCB acquired Amtrust, which expanded NYCB's branch footprint outside of the New York metropolitan area for the first time. In 2017, the bank sold the mortgage business acquired from the purchase of AmTrust at a $90 million profit.

In March 2010, Desert Hills Bank of Phoenix, Arizona, with $496 million in assets, was seized by the FDIC and acquired by NYCB. NYCB rebranded these branches under the AmTrust name. In June 2012, NYCB acquired the assets of Aurora Bank from Lehman Brothers. On October 29, 2015, the bank announced an agreement to merge with Astoria Bank, but the proposed merger was terminated in December 2016 after failing to win regulatory approval.

On November 4, 2016, Brooklyn Sports & Entertainment announced that the bank had acquired the naming rights to Nassau Coliseum; it was renamed "NYCB Live: Home of the Nassau Veterans Memorial Coliseum", due to agreements requiring that "Nassau Veterans Memorial Coliseum" remain in the arena's name. NYCB pulled out of its naming rights contract in late August 2020 due to uncertainty surrounding the property after a June 2020 closure and subsequent new leaseholder.

In December 2020, President, CEO and Board member Joseph Ficalora announced his retirement. Thomas Cangemi, the company's Chief Financial Officer since 2005, became president and CEO. On April 26, 2021, NYCB announced the acquisition of Flagstar Bank in an all stock strategic merger. The acquisition was completed on December 1, 2022.

In March 2023, New York Community Bancorp's Flagstar Bank took on nearly all of Signature Bank's deposits. Signature Bank was closed by regulators on March 12, 2023. Signature Bank's closure became the third largest bank failure in U.S. history. The $2.7 billion deal included Signature's $38.4 billion in assets and 40 branches. The agreement did not include about $4 billion linked to Signature's crypto business, which the FDIC said it intended to deal with directly. The 40 former branches of Signature Bank operated under Flagstar Bank as of Monday, March 20, 2023. "Depositors of Signature Bridge Bank, N.A., other than depositors related to the digital banking business, will automatically become depositors of the assuming institution," the FDIC said in a statement. The FDIC said Flagstar would also buy some of Signature's loan portfolios.

On February 6, 2024, the bond credit rating provider Moody's Investors Service downgraded NYCB's credit rating to junk status, attributed to its exposure in commercial real estate lending. NYCB had reported a quarterly loss of $252 million one week prior. As a result of their acquisition of Flagstar bank in 2022, the company rebranded all of their branches under the Flagstar name on February 21, 2024.

Read the full text

In February 2024, Alessandro DiNello, its executive chairman, was appointed president and CEO. His tenure was brief. In March 2024 Joseph Otting was appointed a new CEO after NYCB secured $1 billion equity injection from the investment firm run by former Treasury Secretary Steven Mnuchin, Hudson Bay Capital and Reverence Capital, at $2 a share NYCB stock had previously plummeted in late February after the bank announced a $2.4 billion December quarter earnings hit.

On March 11, 2024 NYCB announced the plans to submit one-for-three reverse stock split of its common stock to shareholders. On October 15, 2024, New York Community Bancorp officially rebranded to Flagstar Financial, and changed its stock ticker from NYCB to FLG. As of 2025, Flagstar is undergoing a multi-phase branch restructuring and cost-reduction initiative. In October 2025, per a restructuring of the holding company Flagstar Financial once again rebranded, this time as Flagstar Bank, N.A.

From Wikipedia’s article on Flagstar Bank, shared under CC BY-SA 4.0.7

Leadership

Who has led Flagstar Financial, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (41)

Products and brands

  • bank

Listed on Wikidata.1

Subsidiaries and ownership

Subsidiaries

From Wikidata.1

Acquisitions

  1. 2006Atlantic Bank of New York became a subsidiary1

Former names

  • FLAGSTAR FINANCIAL, INC.Jul 17, 2024 to Oct 17, 20256
  • NEW YORK COMMUNITY BANCORP INCDec 12, 2000 to Mar 8, 20246
  • New York Community Bancorp, Inc.Dec 1, 2000 to Oct 26, 20241
  • QUEENS COUNTY BANCORP INCAug 7, 1996 to Jun 28, 20006
  • Queens County Bancorp, Inc.Nov 23, 1993 to Dec 1, 20001

Timeline

  1. Jul 24, 20268-K Results of operations; Regulation FD disclosure; Other events71
  2. Jun 11, 20268-K Executive or director change; Shareholder vote; Regulation FD disclosure72
  3. May 18, 20268-K Executive or director change; Other events73
  4. Apr 24, 20268-K Results of operations; Regulation FD disclosure74
  5. Mar 27, 20268-K Executive or director change75
  6. Feb 27, 20268-K Regulation FD disclosure76
  7. Jan 30, 20268-K Results of operations77
  8. Jan 30, 20268-K Regulation FD disclosure78
  9. Nov 3, 20258-K Executive or director change79
  10. Oct 24, 20258-K Results of operations80
  11. Oct 24, 20258-K Regulation FD disclosure81
  12. Oct 20, 20258-K Entered a material agreement; Completed an acquisition or sale; New debt or obligation82
  13. Mar 18, 2025New chief executive Joseph M. Otting becomes CEO18
  14. Oct 26, 2024Renamed Name changed to Flagstar Financial, Inc.1
  15. Oct 15, 2024Went public Listed on NYSE1
  16. Apr 17, 2024New chief executive Nguyen Bao becomes CEO19
  17. Jan 13, 2021New chief executive Thomas R. Cangemi becomes CEO20
  18. Feb 3, 2006New chief executive Joseph R. Ficalora becomes CEO21
  19. Dec 1, 2000Renamed Name changed to New York Community Bancorp, Inc.1
  20. Nov 23, 1993Went public Listed on NYSE1
  21. Nov 23, 1993Founded Founded in Flushing1

Calendar

Coming up

  1. Oct 23, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported ($0.07) a share, on Oct 24, 2025.83

When it reported results

  1. Jul 24, 2026Reported quarterly or annual results71
  2. Apr 24, 2026Reported quarterly or annual results74
  3. Jan 30, 2026Reported quarterly or annual results77
  4. Oct 24, 2025Reported quarterly or annual results80
  5. Jul 25, 2025Reported quarterly or annual results84
  6. Apr 25, 2025Reported quarterly or annual results85
  7. Jan 30, 2025Reported quarterly or annual results86
  8. Oct 25, 2024Reported quarterly or annual results87

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

546 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 108 major events, 257 insider forms, 37 large holders, 123 other. The latest 20:

  1. Aug 14, 202613F-NT EDGAR
  2. Aug 11, 2026SCHEDULE 13G EDGAR
  3. Aug 7, 2026SCHEDULE 13G/A EDGAR
  4. Aug 6, 202610-Q EDGAR
  5. Jul 24, 20268-K EDGAR
  6. Jul 16, 20264 EDGAR
  7. Jun 11, 20268-K EDGAR
  8. Jun 10, 202611-K EDGAR
  9. May 22, 2026DEFA14A EDGAR
  10. May 20, 20264 EDGAR
  11. May 18, 20268-K EDGAR
  12. May 14, 202613F-NT EDGAR
  13. May 7, 202610-Q EDGAR
  14. Apr 30, 2026ARS EDGAR
  15. Apr 30, 2026DEFA14A EDGAR
  16. Apr 30, 2026DEF 14A EDGAR
  17. Apr 24, 20268-K EDGAR
  18. Apr 2, 20264 EDGAR
  19. Apr 2, 20263 EDGAR
  20. Mar 27, 20268-K EDGAR

The 546 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

20 open-market trades by officers, directors and large owners since October 2021: 15 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 4, 2025Raffetto Richard ASEVP Pres of Com & Priv BnkingBuy95$12.85$1.2KForm 4
Sep 4, 2025Raffetto Richard ASEVP Pres of Com & Priv BnkingSale4$12.93$52Form 4
Mar 21, 2024Lux MarshallDirectorBuy27,100$3.69$100.0KForm 4
Feb 9, 2024Signorille-Browne JulieSEVP & COOBuy2,000$4.76$9.5KForm 4
Feb 9, 2024Davis Reginald ESEVP & Pres Consumer BankingBuy1,200$4.10$4.9KForm 4
Feb 9, 2024CANGEMI THOMAS RPresident and CEOBuy11,310$4.41$49.9KForm 4
Feb 9, 2024Schoels PeterDirectorBuy100,000$4.15$415.0KForm 4
Feb 9, 2024TREADWELL DAVID LDirectorBuy15,000$4.17$62.5KForm 4
Feb 9, 2024Smith Lee MatthewSEVP & Chief Financial OfficerBuy25,000$4.05$101.2KForm 4
Feb 9, 2024Whip Jennifer RDirectorBuy5,100$4.17$21.3KForm 4
Feb 9, 2024DiNello AlessandroDirectorBuy50,000$4.19$209.5KForm 4
Nov 2, 2023Davis Reginald ESEVP & Pres Consumer BankingSale11,000$9.84$108.2KForm 4
Aug 14, 2023Davis Reginald ESEVP & Pres Consumer BankingSale24,000$12.60$302.4KForm 4
Feb 7, 2023Davis Reginald ESEVP & Pres Consumer BankingSale4,600$9.97$45.9KForm 4
Feb 6, 2023Rosenfeld Ronald A.DirectorBuy30,800$24.57$756.8KForm 4
Feb 3, 2023Lux MarshallDirectorBuy5,000$10.06$50.3KForm 4
Dec 19, 2022Rosenfeld Ronald A.DirectorSale138,199$8.74$1.2MForm 4
Dec 6, 2022Lux MarshallDirectorBuy6,000$8.53$51.2KForm 4
Sep 30, 2022Lux MarshallDirectorBuy6,000$8.63$51.8KForm 4
Jun 10, 2022Rosenfeld Ronald A.DirectorBuy35,000$13.72$480.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Joseph M. OttingExecutive Chairman, President and CEO68$1.2M$7.7M98
2025Bao NguyenSenior EVP/General Counsel and Chief of Staff$700.0K$3.2M98
2025Kris GagnonSenior EVP/ Chief Credit Officer$700.0K$2.1M98
2025George BuchananSenior EVP/Chief Risk Officer$625.0K$2.0M98
2025Lee. M. SmithSenior EVP/ Chief Financial Officer$700.0K$1.8M98
2024Joseph M. OttingExecutive Chairman, President and CEO68$918.3K$34.8M98
2024Lee. M. SmithSenior EVP/ Chief Financial Officer$772.7K$7.1M98
2024Bao NguyenSenior EVP/General Counsel and Chief of Staff$449.6K$5.8M98
2023Lee. M. SmithSenior EVP/ Chief Financial Officer$900.0K$2.6M98

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Liberty 77 Capital L.P.74,999,994$1.1B63.9%No change
BlackRock, Inc.43,029,412$642.9M0.0%+1,928,122
Reverence Capital Partners, L.P.35,981,113$537.6M100.0%No change
State Street Corp16,933,346$253.0M0.0%+322,805
Vanguard Portfolio Management LLC13,560,917$202.6M0.0%−2,083,888
Vanguard Capital Management LLC12,556,788$187.6M0.0%−1,977,899
Hudson Bay Capital Management LP9,734,256$145.4M0.8%−24,955,183
Goldman Sachs Group Inc8,645,886$129.2M0.0%+2,211,552
Geode Capital Management, LLC8,241,694$123.2M0.0%+494,226
Alliancebernstein L.P.8,559,470$112.7M0.0%+1,085,457
Dimensional Fund Advisors LP7,020,220$104.9M0.0%+288,589
Two Sigma Investments, LP5,201,230$77.7M0.1%+1,448,362
Charles Schwab Investment Management Inc4,750,570$71.0M0.0%+388,828
Kahn Brothers Group Inc4,074,720$60.9M9.6%−8,898
Northern Trust Corp3,639,937$54.4M0.0%+191,230
Norges Bank3,610,405$53.9M0.0%New
Ameriprise Financial Inc3,571,881$53.4M0.0%+3,209,989
Morgan Stanley3,398,015$50.8M0.0%−2,082,121
Private Management Group Inc3,070,840$45.9M1.2%−26,073
North Reef Capital Management LP3,050,000$45.6M1.7%+260,000
Freestone Grove Partners LP2,935,838$43.9M0.3%+2,119,003
Bank Of America Corp /de/2,537,090$37.9M0.0%+48,957
Balyasny Asset Management L.P.2,495,142$37.3M0.1%−1,223,420
Steadfast Capital Management LP2,422,933$36.2M1.1%−1,036,567
Longaeva Partners L.P.2,203,795$32.9M1.0%−98,739

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Flagstar Financial is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFLAGSTAR BANK, NATIONAL ASSOCIATION2
  • CIK0000910073
  • Employer ID (EIN)38-273498417
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company17
  • Incorporated inUnited States of America17
  • Fiscal year endsDecember 312
  • Industry code (SIC)6036 Savings Institutions, Not Federally Chartered2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address102 Duffy Avenue, Hicksville, NY 118012
  • Phone51668341002
  • Shares outstanding415,092,836 as of Jul 31, 202615
  • Public float$3.2B as of Jun 30, 202517
  • AuditorKPMG LLP, New York, New York PCAOB ID 185; it also attests to the company’s internal control over financial reporting17
  • On EDGAR sinceJul 12, 19962
  • Filings2,408 in all: 4 (1,009), 8-K (501), 10-Q (91), 425 (91), 13F-NT (75), 5 (71), SC 13G/A (49), 3 (47)2
    All 65 form types

    DEFA14A (46), CORRESP (32), UPLOAD (31), DEF 14A (30), 11-K (27), 424B3 (26), 10-K (24), SC 13G (19), 8-K/A (16), S-8 (15), ARS (14), S-4/A (14), 424B5 (13), 144 (11), EFFECT (9), FWP (9), S-3ASR (8), S-4 (8), S-8 POS (8), PRE 14A (7), SC 13D (7), 10-K405 (6), 3/A (6), 4/A (6), 11-K/A (5), 8-A12B (5), POS AM (5), SC 13D/A (5), NT 11-K (4), S-1/A (4), S-3 (4), SC TO-I/A (4), SCHEDULE 13G (4), SCHEDULE 13G/A (4), 10-K/A (3), NT 10-K (3), PRER14A (3), PX14A6G (3), 10-Q/A (2), 25-NSE (2), 424B7 (2), CERT (2), CERTNYS (2), S-1 (2), SCHEDULE 13D/A (2), 10-C (1), 5/A (1), 8-A12B/A (1), DEFM14A (1), NO ACT (1), NT 11-K/A (1), PREM14A (1), RW (1), S-3/A (1), S-3D (1), S-3MEF (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Jul 24, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareFLGNew York Stock Exchange
Bifurcated Option Note Unit SecuritiESSMFLG PRUNew York Stock Exchange
Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred StockFLG PRANew York Stock Exchange

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Flagstar Financial names in Item 1A of its 10-K filed Feb 27, 2026: 44 risks under these headings, as written.17

  • Interest Rate Risk
  • Changes in interest rates could reduce our net interest income and negatively impact the value of our loans, securities, and other assets, which could have a material adverse effect on our cash flows, financial condition, results of operations, and capital.
  • Our allowance for credit losses might not be sufficient to cover our actual losses, which would adversely impact our financial condition, regulatory capital ratios and results of operations.
  • Our concentration in multi-family loans and commercial real estate loans could expose us to increased lending risks and related loan losses.
  • Our New York State multi-family loan portfolio could be adversely impacted by changes in legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations.
  • Economic weakness in the New York City metropolitan region, where the majority of the properties collateralizing our multi-family, and commercial real estate loans, as well as certain businesses collateralizing our other commercial and industrial loans, are located could have an adverse impact on our financial condition and results of operations.
  • We are subject to credit risk in connection with our lending activities, and our financial condition and results of operations may be negatively impacted by economic conditions and other factors that adversely affect our borrowers.
  • Financial Statements Risk
  • Our accounting estimates and risk management processes rely on analytical and forecasting models, the nature of which are uncertain and may not reflect recent credit or macroeconomic factors.
  • Impairment in the carrying value in finite-lived intangible assets could negatively impact our financial condition and results of operations.
  • If we fail to maintain effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired and adversely affect our reputation, business, financial condition and stock price.
  • Liquidity and Dividend Risks
The other 35 risks
  • Failure to maintain an adequate level of liquidity could result in an inability to fulfill our financial obligations could subject us to material reputational and compliance risk and could lead to the financial failure of the Bank.
  • The elimination of our quarterly cash dividend could have an adverse impact on the market price of our common stock.
  • Deferring payments on our trust preferred capital debt securities or being in default under the related indentures, would prohibit us from paying dividends on our common stock.
  • Dividends on our Series A Preferred Stock and Series B Preferred Stock are discretionary and noncumulative and may not be paid if such payment will result in our failure to comply with all applicable laws and regulations.
  • Our Series A Preferred Stock and Series B Preferred Stock initially have rights, preferences and privileges that are not held by, and are preferential to the rights of, our common stockholders, which could adversely affect our liquidity and financial condition.
  • Legal and Regulatory Risks
  • We operate in a highly regulated industry, and compliance with, or changes to, the laws and regulations that govern our operations may adversely affect us.
  • Inability to fulfill minimum capital requirements could limit our ability to conduct or expand our business, pay a dividend, or result in termination of our FDIC deposit insurance, and thus impact our financial condition, our results of operations, and the market value of our stock.
  • Our operations could be materially affected by the imposition of restrictions on our operations by bank regulators, and other governmental entities, further changes in bank regulation, or by our ability to comply with certain existing laws, rules, and regulations governing our industry.
  • Political developments, including those arising from transitions in administration and shifts in congressional control, may create volatility and uncertainty, potentially resulting in significant changes in the size, scope, and effectiveness of government agencies and services.
  • Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could result in material financial loss.
  • Failure to comply with OFAC regulations could result in legal and reputational risks.
  • Our Risk Governance Framework may not be effective in mitigating the risks to which we are subject, based upon the size, scope, and complexity of the Bank.
  • We are subject to various legal or regulatory investigations and proceedings.
  • If federal, state, or local tax authorities were to determine that we did not adequately provide for our taxes, our income tax expense could be increased, adversely affecting our earnings.
  • We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
  • The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.
  • Legislation and regulations focused on data privacy could increase our compliance and operational risks, among others, leading to litigation or regulatory enforcement and reputational damage.
  • Although the Bank currently expects to file its Exchange Act reports with the SEC on a voluntary basis, the Bank may cease voluntarily filing at any time. If the Bank were to cease voluntarily filing with the SEC, its reports would no longer be available on the SEC's EDGAR system and may be more difficult for investors to locate.
  • Financial and Market Risks
  • Economic conditions could adversely affect the value of the loans we originate and the securities in which we invest.
  • Future sales or issuances of our common stock or other securities (including warrants) or the issuance of securities pursuant to the exercise of warrants issued by us may dilute existing holders of our common stock and other securities, decrease the value of our common stock and other securities and adversely affect the market price of our common stock and other securities.
  • Strategic Risks
  • Extensive competition for loans and deposits could adversely affect our ability to expand our business, as well as our financial condition and results of operations.
  • We may be exposed to challenges in combining the operations of our recent acquisitions into our operations, which may prevent us from achieving the expected benefits from our acquisition activities.
  • Operational Risks
  • Our stress testing processes rely on analytical and forecasting models that may prove to be inadequate or inaccurate, which could adversely affect the effectiveness of our strategic planning and our ability to pursue certain corporate goals.
  • The Bank, entities that we have acquired, and certain of our service providers have experienced information technology security breaches and may be vulnerable to future security breaches. These incidents have resulted in, and could result in, additional expenses, exposure to civil litigation, increased regulatory scrutiny, losses, and a loss of customers, any of which could adversely impact our financial condition, results of operations, and the market price of our stock.
  • The Bank relies on third parties to perform certain key business functions, which may expose us to further operational risk.
  • Failure to keep pace with technological changes, including developments in digital assets such as stable coins and related payment technologies, could have a material adverse impact on our ability to compete for loans and deposits, and therefore on our financial condition and results of operations.
  • The inability to attract and retain key personnel could adversely impact our operations.
  • Failure to effectively execute and operationalize our enterprise strategic plan in the face of evolving business, economic, and regulatory conditions could adversely impact our operations, financial results, and stock price.
  • Many aspects of our operations are dependent upon the soundness of other financial intermediaries and thus could expose us to systemic risk.
  • Completing the diversification of our loan portfolio may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the plan may not be realized.
  • We may be required to pay interest on certain mortgage escrow accounts in accordance with certain state laws despite the Federal preemption under the National Bank Act.
  • We could be exposed to fraud risks that affect our operations and reputation.
  • We could be adversely affected by natural disasters, terrorist activities, international hostilities, domestic civil unrest or other extraordinary events beyond our control.
  • Reputational Risk
  • Damage to our reputation could significantly harm the businesses we engage in, as well as our competitive position and prospects for growth.
  • Increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social, and governance practices may impose additional costs on us or expose us to new or additional risks.

Legal proceedings

The information included under Note 20 - Commitments and Contingencies to our consolidated financial statements is incorporated by reference into this Part I, Item 3.

The opening of Item 3, Legal Proceedings.17

Sources

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