{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-295967","form_type":"8-K","ticker":"FLG","cik":"0000910073","company_name":"FLAGSTAR BANK, NATIONAL ASSOCIATION","filed_at":"2022-12-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:53.968169+00:00","generated_at":"2026-06-21T11:22:55.946730+00:00","sec_items":["2.01","2.03","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"NYCB completes acquisition of Flagstar Bancorp, creating 24th largest regional bank","bullets":["Flagstar shareholders received 4.0151 NYCB shares per Flagstar share; combined bank ranks top 25 by assets.","Board expanded to 14 directors; Alessandro DiNello named Non-Executive Chairman, Thomas Cangemi remains President/CEO.","NYCB assumed ~$247M in trust preferred securities and $150M of 4.125% subordinated notes due 2030.","Former Flagstar executives Lee M. Smith (President of Mortgage) and Reginald E. Davis (President of Banking) appointed.","Bylaws amended to require 75% board vote to remove CEO or Chairman during 24-month post-merger period."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-295967","json":"https://secwatch.observer/filing/0001193125-22-295967.json","markdown":"https://secwatch.observer/filing/0001193125-22-295967.md","text":"https://secwatch.observer/filing/0001193125-22-295967.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/d405764d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T11:22:55.946730+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"899d7bdeb87f8edd31ee8dbd4d68916ccf4f4ab5","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION incurred senior notes of $26 million, $26 million, $26 million, $26 million, $26 million, $51 million, $25 million, $25 million, and $16 million at floating rate.","evidence_excerpt":"In connection with the Transactions, at the Effective Time, NYCB assumed Flagstar’s obligations as required by the indentures and certain related agreements with respect to Flagstar’s outstanding trust preferred securities consisting of (i) $26 million of its floating rate junior subordinated debt securities due December 26, 2032; (ii) $26 million of its floating rate junior subordinated debt securities due April 7, 2033; (iii) $26 million of its floating rate junior subordinated debt securities due March 19, 2033; (iv) $26 million of its floating rate junior subordinated debt securities due January 7, 2035; (v) $26 million of its floating rate junior subordinated debt securities due April 7, 2035; (vi) $51 million of its floating rate junior subordinated debt securities due June 15, 2035; (vii) $25 million of its floating rate junior subordinated debt securities due October 7, 2035; (viii) $25 million of its floating rate junior subordinated debt securities due September 15, 2037; and","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$26 million, $26 million, $26 million, $26 million, $26 million, $51 million, $25 million, $25 million, and $16 million"},{"label":"Rate","value":"floating rate"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"e09df8a633d346c8c180bec85609677828135969","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION incurred senior notes of $150 million aggregate principal amount at 4.125% fixed-to-floating rate maturing due November 1, 2030.","evidence_excerpt":"In connection with the Transactions, at the Effective Time, NYCB also assumed Flagstar’s obligations with respect to $150 million aggregate principal amount of 4.125% fixed-to-floating rate subordinated notes due November 1, 2030 (the “2030 Notes”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$150 million aggregate principal amount"},{"label":"Rate","value":"4.125% fixed-to-floating rate"},{"label":"Maturity","value":"due November 1, 2030"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"266145b071","claim":"David L. Treadwell was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"39728c6d13","claim":"Hanif \"Wally\" Dahya was appointed as Presiding Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Mr. Dahya, a director of NYCB prior to the Effective time, was appointed to the newly created position of Presiding Director of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Presiding Director"}],"fact_type":"executive_change"},{"claim_id":"5a877c9e01","claim":"Alessandro P. DiNello was appointed as Non-Executive Chairman at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Mr. DiNello, the President and Chief Executive Officer of Flagstar prior to the Effective Time, was appointed Non-Executive Chairman of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Non-Executive Chairman"}],"fact_type":"executive_change"},{"claim_id":"9b9765a46d","claim":"Thomas R. Cangemi changed role as Chairman of the Board at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas R. Cangemi, the President and Chief Executive Officer of NYCB, ceased serving as Chairman of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving as Chairman of the Board"},{"label":"Role","value":"Chairman of the Board"}],"fact_type":"executive_change"},{"claim_id":"acb6865790","claim":"James J. O'Donovan resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Dominick Ciampa and James J. O'Donovan (the \"Resigning Directors\") resigned as members of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c62147a80d","claim":"Jennifer R. Whip was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d44184ce3f","claim":"Dominick Ciampa resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Dominick Ciampa and James J. O'Donovan (the \"Resigning Directors\") resigned as members of the Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f108a334b0","claim":"Peter Schoels was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"3cc91592cf546021bd8358842e92b5cb31ff56c4","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION: Amended and restated bylaws to reflect governance matters including appointment of Non-Executive Chairman and CEO, supermajority voting requirements, board size set to 12, and advisory board formation.","evidence_excerpt":"In connection with the Merger and in accordance with the Merger Agreement, effective as of the Effective Time, the bylaws of NYCB were amended and restated to reflect certain governance matters (such amendment, the “Bylaws Amendment,” and NYCB’s bylaws, as amended and restated in accordance with the Bylaws Amendment, the “Interim Amended and Restated Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"e415d04da2ecdb5dc1fbc2291fa1baa2be5c081d","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION: Further amended and restated bylaws to increase board size to 14 and fill two vacancies.","evidence_excerpt":"Effective as of the Bank Merger Effective Time, the Interim Amended and Restated Bylaws were further amended and restated to reflect certain additional governance matters (such amendment, the “Further Bylaws Amendment,” and the Interim Amended and Restated Bylaws, as amended and restated in accordance with the Further Bylaws Amendment, the “Amended and Restated Bylaws”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"e5e89202843939ec4524b283e8c09593e839c3a1","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION completed an acquisition involving Flagstar Bancorp, Inc. (closed 2022-12-01).","evidence_excerpt":"On December 1, 2022, before the opening of business, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), completed its previously announced acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Flagstar Bancorp, Inc."},{"label":"Closing","value":"2022-12-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}