---
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"
generated_at: "2026-06-21T11:22:55.946730+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# NYCB completes acquisition of Flagstar Bancorp, creating 24th largest regional bank

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 2.03, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-22-295967
- JSON: https://secwatch.observer/filing/0001193125-22-295967.json
- Plain text: https://secwatch.observer/filing/0001193125-22-295967.txt

## Key facts
- Debt Financings
  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.
  - Instrument: senior notes
  - Principal: $26 million, $26 million, $26 million, $26 million, $26 million, $51 million, $25 million, $25 million, and $16 million
  - Rate: floating rate
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Debt Financings
  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.
  - Instrument: senior notes
  - Principal: $150 million aggregate principal amount
  - Rate: 4.125% fixed-to-floating rate
  - Maturity: due November 1, 2030
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  David L. Treadwell was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: appointed
  - Role: Director
  source text: Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Hanif "Wally" Dahya was appointed as Presiding Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: appointed
  - Role: Presiding Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Alessandro P. DiNello was appointed as Non-Executive Chairman at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: appointed
  - Role: Non-Executive Chairman
  source text: Mr. DiNello, the President and Chief Executive Officer of Flagstar prior to the Effective Time, was appointed Non-Executive Chairman of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Thomas R. Cangemi changed role as Chairman of the Board at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: ceased serving as Chairman of the Board
  - Role: Chairman of the Board
  source text: Thomas R. Cangemi, the President and Chief Executive Officer of NYCB, ceased serving as Chairman of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  James J. O'Donovan resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: resigned
  - Role: Director
  source text: Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Jennifer R. Whip was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: appointed
  - Role: Director
  source text: Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Dominick Ciampa resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: resigned
  - Role: Director
  source text: Dominick Ciampa and James J. O'Donovan (the "Resigning Directors") resigned as members of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Executive change
  Peter Schoels was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.
  - Action: appointed
  - Role: Director
  source text: Alessandro P. DiNello, Peter Schoels, David L. Treadwell and Jennifer R. Whip.
  evidence_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Governance Changes
  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.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- Governance Changes
  FLAGSTAR BANK, NATIONAL ASSOCIATION: Further amended and restated bylaws to increase board size to 14 and fill two vacancies.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm
- M&A Transactions
  FLAGSTAR BANK, NATIONAL ASSOCIATION completed an acquisition involving Flagstar Bancorp, Inc. (closed 2022-12-01).
  - Action: acquisition
  - Counterparty: Flagstar Bancorp, Inc.
  - Closing: 2022-12-01
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/910073/000119312522295967/0001193125-22-295967-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.