FLG 8-K

Flagstar Bank, National Association (FLG)

8-K 2024-11-06 For: 2024-10-31

View Original

Added on April 09, 2026


102 Duffy Avenue,	Hicksville,	New York	11801
(Address of principal executive offices)


Exhibit No.						Exhibit
2.1						Agreement for the Bulk Purchase and Sale of Mortgage Servicing Rights, dated as of July 24, 2024, by and between Nationstar Mortgage LLC and Flagstar Bank, N.A. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2024)
2.2						Asset Purchase Agreement, dated as of July 24, 2024, by and between Nationstar Mortgage LLC and Flagstar Bank, N.A. (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2024)
99.1						Press Release, dated November 1, 2024
99.2						Unaudited Pro Forma Consolidated Financial Statements
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).



Date:	November 6, 2024	FLAGSTAR FINANCIAL, INC.

		/s/ Salvatore DiMartino
		Salvatore DiMartino
		Executive Vice President and Director of Investor Relations


	As of June 30, 2024 (a)		Proforma Adjustments			Pro Forma
(in millions, except per share data)	(unaudited)
ASSETS:
Cash and cash equivalents	$	18,990	$	1,273	(c)	$	20,263
Securities:						—
Debt Securities available-for-sale ($9,402 pledged at June 30, 2024)	10,535		—			10,535
Equity investments with readily determinable fair values, at fair value	14		—			14
Total securities net of allowance for credit losses	10,549		—			10,549
Loans held for sale ($1,451 measured at fair value, respectively)	7,845		—			7,845
Loans and leases held for investment, net of deferred loan fees and costs ($68 measured at fair value at June 30, 2024)	74,552		(374)		(d)	74,178
Less: Allowance for credit losses on loans and leases	(1,268)		—			(1,268)
Total loans and leases held for investment, net	73,284		(374)			72,910
Federal Home Loan Bank stock and Federal Reserve Bank stock, at cost	1,565		—			1,565
Premises and equipment, net	691		—			691
Core deposit and other intangibles	557		—			557
Mortgage servicing rights	1,122		(1,089)		(d)	33
Bank-owned life insurance	1,586		—			1,586
Other assets	2,866		(13)		(d)	2,853
Total assets	$	119,055	$	(203)		$	118,852
LIABILITIES AND STOCKHOLDERS' EQUITY:						—
Deposits:						—
Interest-bearing checking and money market accounts	$	21,740	$	—		$	21,740
Savings accounts	10,638		—			10,638
Certificates of deposit	28,780		—			28,780
Non-interest-bearing accounts	17,874		—			17,874
Total deposits	79,032		—			79,032
Borrowed funds:						—
Federal Home Loan Bank and Federal Reserve Bank advances	27,750		—			27,750
Repurchase agreements	121		—			121
Total wholesale borrowings	27,871		—			27,871
Junior subordinated debentures	580		—			580
Subordinated notes	441		—			441
Total borrowed funds	28,892		—			28,892
Other liabilities	2,476		(333)		(d)	2,143
Total liabilities	110,400		(333)			110,067
Mezzanine equity:						—
Preferred stock - Series B	258		—			258
Stockholders' equity:
Preferred stock - Series A	503		—			503
Common stock at par 0.01 (666,666,666 shares authorized; 358,864,464 shares issued; and 351,304,364 shares outstanding)	4		—			4
Paid-in capital in excess of par	8,997		—			8,997
(Accumulated deficit)/Retained earnings	(270)		130		(e)	(140)
Treasury stock, at cost (7,560,100 shares)	(223)		—			(223)
Accumulated other comprehensive loss, net of tax:
Net unrealized loss on securities available for sale, net of tax of $256	(674)		—			(674)
Net unrealized loss on pension and post-retirement obligations, net of tax of $11	(28)		—			(28)
Net unrealized gain on cash flow hedges, net of tax of $(32)	88		—			88
Total accumulated other comprehensive loss, net of tax	(614)		—			(614)
Total stockholders’ equity	8,397		130			8,527
Total liabilities, Mezzanine and Stockholders’ Equity	$	119,055	$	(203)		$	118,852


(in millions, except per share data)	Six Months Ended June 30, 2024 (a)		Proforma Adjustments (f)			Pro forma
INTEREST INCOME:
Loans and leases	$	2,360	$	—		$	2,360
Securities and money market investments	701		—			701
Total interest income	3,061		—			3,061
INTEREST EXPENSE:
Interest-bearing checking and money market accounts	446		78		(g)	524
Savings accounts	111		—			111
Certificates of deposit	628		—			628
Borrowed funds	695		—			695
Total interest expense	1,880		78			1,958
Net interest income	1,181		(78)			1,103
Provision for credit losses	705		—			705
Net interest income after provision for credit loan losses	476		(78)			398
NON-INTEREST INCOME:
Fee income	75		(34)			41
Bank-owned life insurance	22		—			22
Net return on mortgage servicing rights	40		(40)			—
Net gain on loan sales and securitizations	38		(27)			11
Net loan administration (loss) income	11		(6)		(g)	5
Bargain purchase gain	(121)		—			(121)
Other	58		—			58
Total non-interest income	123		(107)			16
NON-INTEREST EXPENSE:
Operating expenses:
Compensation and benefits	645		(37)			608
FDIC insurance	141		—			141
Occupancy and equipment	104		(2)			102
General and administrative	369		(49)			320
Total operating expense	1,259		(88)			1,171
Intangible asset amortization	68		—			68
Merger-related and restructuring expenses	77		—			77
Total non-interest expense	1,404		(88)			1,316
(Loss) income before income taxes	(805)		(97)			(902)
Income tax (benefit) expense	(155)		(25)			(180)
Net (loss) income	$	(650)	$	(72)		$	(722)
Preferred stock dividends	18		—			18
Net (loss) income available to common stockholders	$	(668)	$	(72)		$	(740)

Earnings per common share:
Basic (loss) earnings per common share	$	(2.47)				$	(2.74)
Diluted (loss) earnings per common share	$	(2.47)				$	(2.74)

Shares used in computing earnings per common share:
Basic	269,902,354					269,902,354
Diluted	269,902,354					269,902,354


☐			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))


Item 2.01			Completion of Acquisition or Disposition of Assets.


(in millions, except per share data)	Year Ended December 31, 2023 (b)		Proforma Adjustments (f)			Proforma
INTEREST INCOME:
Loans and leases	$	4,509	$	—		$	4,509
Securities and money market investments	982		—			982
Total interest income	5,491		—			5,491
INTEREST EXPENSE:
Interest-bearing checking and money market accounts	943		168		(h)	1,111
Savings accounts	169		—			169
Certificates of deposit	646		—			646
Borrowed funds	656		—			656
Total interest expense	2,414		168			2,582
Net interest income	3,077		(168)			2,909
Provision for credit losses	833		—			833
Net interest income after provision for credit loan losses	2,244		(168)			2,076
NON-INTEREST INCOME:
Fee income	172		(63)			109
Bank-owned life insurance	43		—			43
Net loss on securities	(1)		—			(1)
Net return on mortgage servicing rights	103		(103)			—
Net gain on loan sales and securitizations	89		(85)			4
Net loan administration income	82		11		(h)	93
Bargain purchase gain	2,131		—			2,131
Other	68		—			68
Total non-interest income	2,687		(240)			2,447
NON-INTEREST EXPENSE:						0
Operating expenses:						0
Compensation and benefits	1,149		(72)			1,077
Occupancy and equipment	200		(2)			198
General and administrative	750		(109)			641
Total operating expense	2,099		(183)			1,916
Intangible asset amortization	126		—			126
Merger-related and restructuring expenses	330		—			330
Goodwill impairment	2,426		—			2,426
Total non-interest expense	4,981		(183)			4,798
(Loss) Income before income taxes	(50)		(225)			(275)
Income tax expense	29		(59)			(30)
Net (loss) income	$	(79)	$	(166)		$	(245)
Preferred stock dividends	33		—			33
Net (loss) income available to common stockholders	$	(112)	$	(166)		$	(278)

Earnings per common share:
Basic (loss) earnings per common share	$	(0.47)				$	(1.17)
Diluted (loss) earnings per common share	$	(0.47)				$	(1.17)

Shares used in computing earnings per common share:
Basic	237,881,183					237,881,183
Diluted	237,881,183					237,881,183


Emerging growth company			☐


Item 8.01			Other Events.