{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-067332","form_type":"8-K","ticker":"FLG","cik":"0000910073","company_name":"FLAGSTAR BANK, NATIONAL ASSOCIATION","filed_at":"2024-03-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:27.248212+00:00","generated_at":"2026-06-04T21:58:08.872955+00:00","sec_items":["1.01","3.02","5.02","5.03","7.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"NYCB closes $1.05B rescue investment; 6 directors resign, board seats to investors","bullets":["$1.05B investment from Liberty 77 Capital, Hudson Bay, Reverence Capital and others closed March 11, 2024.","Issued 76.6M shares at $2, plus convertible preferred and warrants for up to ~763M common shares.","Six directors resigned (Cangemi, Carpenter, Dunn, Rosano, Rosenfeld, Wann); Treadwell to resign later.","Liberty gains 2 board seats, Reverence 1 seat, subject to regulatory approvals.","Preferred stock carries 13% non-cumulative dividend; company seeking reverse split and share increase."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-067332","json":"https://secwatch.observer/filing/0001193125-24-067332.json","markdown":"https://secwatch.observer/filing/0001193125-24-067332.md","text":"https://secwatch.observer/filing/0001193125-24-067332.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/d763888d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T21:58:08.872955+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":"00e435d94a","claim":"Steven Mnuchin was appointed as Lead Independent Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Mr. Mnuchin was appointed to the newly created position of Lead Independent Director of the NYCB Board.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Lead Independent Director"}],"fact_type":"executive_change"},{"claim_id":"46e95e5155","claim":"James Carpenter resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5f0fe4ad5c","claim":"Leslie Dunn resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"610828379d","claim":"Steven Mnuchin was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"67023ceae4","claim":"Robert Wann resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"725ef41159","claim":"Joseph Otting was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"865ef56e06","claim":"Allen Puwalski was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b9534ff41a","claim":"Ronald Rosenfeld resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c7222e09a2","claim":"Milton Berlinski was appointed as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Steven Mnuchin, Joseph Otting, Milton Berlinski, and Allen Puwalski (the “New Directors”) were appointed to the NYCB Board, effective March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d4b17a0a17","claim":"Joseph Otting was appointed as President and Chief Executive Officer at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Joseph Otting will assume the role of President and Chief Executive Officer of the Company as of April 1, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"ebe11cb283","claim":"Thomas Cangemi resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"fb1b6dcb95","claim":"Lawrence Rosano Jr resigned as Director at FLAGSTAR BANK, NATIONAL ASSOCIATION.","evidence_excerpt":"Thomas Cangemi, James Carpenter, Leslie Dunn, Lawrence Rosano Jr, Ronald Rosenfeld and Robert Wann (the “Resigning Directors”) resigned as members of the NYCB Board, effective as of March 11, 2024.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"37c07e07fc2887a0023f3ee2f6e5dce955829bed","claim":"FLAGSTAR BANK, NATIONAL ASSOCIATION: Removed Article IX (including Presiding Director), established Lead Independent Director, and replaced Executive Chairman with Chairman of the Board effective April 1, 2024 (effective 2024-03-10).","evidence_excerpt":"on March 10, 2024, the bylaws of the Company were amended (the “Bylaws Amendment”) to reflect certain governance matters, including (i) the removal of Article IX of the bylaws of the Company (including removal of the position of the Presiding Director), (ii) the establishment of the position of the Lead Independent Director and (iii) that the position of the Executive Chairman of the Board shall cease to exist on April 1, 2024 and its replacement with the position of the Chairman of the Board","evidence_source":"SEC 8-K Item 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(“Reverence”) and (d) certain other investors (the “Other Investors” and, collectively with Liberty, Reverence and Hudson Bay, the “Investors”, and the investment agreements entered into with each of the Investors on March 7, 2024, collectively, the “Original Investment Agreements”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/910073/000119312524067332/0001193125-24-067332-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Reverence Capital Partners L.P."},{"label":"Effective","value":"2024-03-11"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}