Flagstar Bank, National Association S-1, filed Apr 15, 2021

Flagstar Bank, National Association S-1, filed Apr 15, 2021

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Flagstar Bank, National Association (FLG)

S-1 2021-04-15

View Original

Added on October 16, 2026

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Delaware	6036	06-1377322
State or other jurisdiction of incorporation or organization	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)



Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock, $0.01 par value	1,148,912	$14,464,802	$12.59	$1,579


	Page
About This Prospectus		1
Where You Can Find More Information		1
Incorporation of Certain Information by Reference		1
A Warning About Forward-Looking Statements		2
Risk Factors		4
New York Community Bancorp, Inc.		4
Use of Proceeds		5
Plan of Distribution		5
Description of Common Stock		5
Description of Our Dividend Reinvestment and Stock Purchase Plan		7
Purpose		7
Advantages and Disadvantages		7
Administration		8
Participation		8
Dividend Reinvestment		9
Optional Cash Purchases		9
Fees		10
Purchase of Shares		10
Sale of Plan Shares		13
Dividends		15
Reports to Participants		15
Issuance and Deposit of Stock Certificates		15
Termination of Plan Participation		16
Tax Information		16
Other Information		17
Note about Financial Intermediaries		19
Legal Matters		19
Experts		19
Indemnification		19


		Method of Payment:		Per Investment:
		By check		$5.00, plus $0.05 per share purchased*
		Automatic debit from your bank account:
		Individual debit		$5.00, plus $0.05 per share purchased*
		Recurring monthly debit		$2.50, plus $0.05 per share purchased*

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Securities and Exchange Commission registration fee	$	1,579
Accounting fees and expenses		25,000
Legal fees and expenses		25,000
Printing		5,000
Miscellaneous expenses		5,000

Total	$	61,579


3.1		Amended and Restated Certificate of Incorporation ⁽¹⁾

3.2		Certificates of Amendment of Amended and Restated Certificate of Incorporation ⁽²⁾

3.3		Certificate of Amendment of Amended and Restated Certificate of Incorporation ⁽³⁾

3.4		Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated March 16, 2017, filed with the Secretary of State of the State of Delaware and effective March 16, 2017 ⁽⁴⁾

3.5		Amended and Restated Bylaws ⁽⁵⁾

4.1		Specimen Stock Certificate ⁽⁶⁾

4.2		Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc, and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein ⁽⁷⁾

4.3		Form of certificate representing the Series A Preferred Stock ⁽⁷⁾

4.4		Form of depositary receipt representing the Depositary Shares ⁽⁷⁾

4.5		Description of securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934⁽⁸⁾

4.6		Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries.

5.0		Opinion of Kilpatrick Townsend & Stockton LLP

10.1		Form of Employment Agreement between New York Community Bancorp, Inc. and Robert Wann, Thomas R. Cangemi, and John J. Pinto* ⁽⁹⁾

10.2(P)		Form of Change in Control Agreements among the Company, the Bank, and Certain Officers* ⁽¹⁰⁾

10.3(P)		Form of Queens County Savings Bank Outside Directors’ Consultation and Retirement Plan* ⁽¹⁰⁾

10.4(P)		Supplemental Benefit Plan of Queens County Savings Bank* ⁽¹¹⁾

10.5(P)		Excess Retirement Benefits Plan of Queens County Savings Bank* ⁽¹⁰⁾

10.6(P)		Queens County Savings Bank Directors’ Deferred Fee Stock Unit Plan* ⁽¹⁰⁾

10.7		New York Community Bancorp, Inc. Management Incentive Compensation Plan* ⁽¹²⁾

10.8		New York Community Bancorp, Inc. 2012 Stock Incentive Plan* ⁽¹³⁾


10.9		Underwriting Agreement, dated November 1, 2018, by and among the Registrant and Goldman Sachs & Co., Sandler O’Neill & Partners, L.P., Credit Suisse Securities (USA) LLC, Jeffries LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein ⁽¹⁴⁾

10.10		Consulting Agreement between New York Community Bancorp, Inc. and James J. Carpenter* ⁽¹⁵⁾

10.11		New York Community Bancorp, Inc., 2020 Omnibus Incentive Plan* ⁽¹⁶⁾

21.0		Subsidiaries ⁽¹⁷⁾

23.1		Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5.0)

23.2		Consent of KPMG LLP

24.0		Power of Attorney (contained in signature page)

99.1		Existing Shareholder Enrollment Form


NEW YORK COMMUNITY BANCORP, INC.
By:		/s/ Thomas R. Cangemi
		Thomas R. Cangemi Chairman, President and Chief Executive Officer


Signature		Title

/s/ Thomas R. Cangemi Thomas R. Cangemi		Chairman, President, and Chief Executive Officer (Principal Executive Officer)

/s/ John J. Pinto John J. Pinto		Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Robert Wann Robert Wann		Senior Executive Vice President, Chief Operating Officer, and Director

/s/ Dominick Ciampa Dominick Ciampa		Director

/s/ Hanif W. Dahya Hanif W. Dahya		Director

/s/ Leslie D. Dunn Leslie D. Dunn		Director

/s/ James J. O’Donovan James J. O’Donovan		Director

/s/ Lawrence Rosano, Jr. Lawrence Rosano, Jr.		Director


Signature		Title

/s/ Ronald A. Rosenfeld Ronald A. Rosenfeld		Director

/s/ Lawrence J. Savarese Lawrence J. Savarese		Director

/s/ John M. Tsimbinos John M. Tsimbinos		Director


		+
Computershare Trust Company, N.A. PO Box 505000 Louisville, KY 40233-5000 Within USA, US territories & Canada 866 293 6077 Outside USA, US territories & Canada 201 680 6578 www.computershare.com/investor
	Holder Account Number C0000000000 I ND


Please refer to the plan prospectus or brochure before enrolling. (If you do not want to enroll in the plan and you want to receive all your dividends in cash you do not need to complete this form.) Check one box only. If you do not check any box, then FULL DIVIDEND REINVESTMENT will be assumed. If the plan permits, you may make optional cash investments at any time under each of the participation options below.
	Full Dividend Reinvestment Please mark this box if you wish to reinvest all dividends that become payable on this account, on all stock now held or any future holdings, including shares purchased with optional cash investments.

	All Dividends Paid in Cash (No Dividend Reinvestment) Please mark this box if you wish to receive dividend payments in cash on all stock now held or any future holdings, including shares purchased with optional cash investments.

		Partial Share Amount
	Partial Dividends Paid in Cash Please mark this box and specify the number of whole shares on which you wish to receive dividend payments in cash. The dividends on all remaining shares or any future holdings, including shares purchased with optional cash investments, will be reinvested.


00H0ZB (Rev. 6/17)		Please see important PRIVACY NOTICE on reverse side of statement