SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire joint proxy statement/prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. Please see “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

In the Merger, Astoria Common Stockholders Will Receive NYCB Common Stock and Cash (page 101)

NYCB and Astoria are proposing a strategic merger. If the merger is completed, Astoria common stockholders will receive one share of NYCB common stock plus $.50 in cash for each share of Astoria common stock they hold immediately prior to the merger. NYCB will not issue any fractional shares of NYCB common stock in the merger. Astoria common stockholders who would otherwise be entitled to a fraction of a share of NYCB common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the NYCB share closing price.

As a result of the foregoing, based on the number of shares of NYCB and Astoria common stock outstanding as of October 28, 2015, on a fully diluted basis, approximately 82.5% of outstanding NYCB common stock following the merger will be held by stockholders that were holders of NYCB common stock immediately prior to the effectiveness of the merger and approximately 17.5% of outstanding NYCB common stock will be held by stockholders that were holders of Astoria common stock immediately prior to the effectiveness of the merger.

NYCB common stock is listed on the NYSE under the symbol “NYCB,” and Astoria common stock is listed on the NYSE under the symbol “AF.” The following table shows the closing sale prices of NYCB common stock and Astoria common stock as reported on the NYSE on October 28, 2015, the last full trading day before the public announcement of the merger agreement, and on [                    ], the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration payable for each share of Astoria common stock, which was calculated by adding the closing price of NYCB common stock on those dates and the cash consideration of $0.50.

The merger agreement governs the merger. The merger agreement is included in this joint proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.

NYCB’s Board of Directors Unanimously Recommends that NYCB Stockholders Vote “FOR” the NYCB Merger Proposal and the Other Proposals Presented at the NYCB Special Meeting (page 56)

NYCB’s board of directors has determined that the merger, the merger agreement, and the transactions contemplated by the merger agreement are advisable and in the best interests of NYCB and its stockholders and has unanimously approved the merger agreement. NYCB’s board of directors unanimously recommends that NYCB stockholders vote “FOR” the adoption of the merger agreement and “FOR” the other proposals presented at the NYCB special meeting. For the factors considered by NYCB’s board of directors in reaching its decision to approve the merger agreement, see “The Merger—NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors,” beginning on page 56.

Astoria’s Board of Directors Unanimously Recommends that Astoria Common Stockholders Vote “FOR” the Adoption of the Merger Agreement and the Other Proposals Presented at the Astoria Special Meeting (page 74)

Astoria’s board of directors has determined that the merger, the merger agreement, and the transactions contemplated by the merger agreement are advisable and in the best interests of Astoria and its stockholders, and has unanimously approved the merger agreement. Astoria’s board of directors unanimously recommends that Astoria

common stockholders vote “FOR” the adoption of the merger agreement and “FOR” the other proposals presented at the Astoria special meeting. For the factors considered by Astoria’s board of directors in reaching its decision to approve the merger agreement, see “The Merger—Astoria’s Reasons for the Merger; Recommendation of Astoria’s Board of Directors,” beginning on page 74.

Opinions of NYCB’s Financial Advisors (pages 60 and 66 and Annexes B and C)

Opinion of Goldman, Sachs & Co.

Goldman, Sachs & Co. (which we refer to as “Goldman Sachs”), financial advisor to the NYCB board of directors, rendered its oral opinion to certain members of the NYCB board of directors acting on behalf of the board, which opinion was addressed to the board and was subsequently confirmed by delivery of a written opinion addressed to the board, to the effect that, as of October 28, 2015 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid by NYCB for each share of Astoria common stock pursuant to the merger agreement was fair from a financial point of view to NYCB.The full text of the written opinion of Goldman Sachs, dated October 28, 2015, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this joint proxy statement/prospectus.

Goldman Sachs provided its opinion for the information and assistance of the NYCB board of directors in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any NYCB stockholder should vote with respect to the merger or any other matter.

For further information, see “The Merger—Opinion of Goldman Sachs,” beginning on page 60.

Opinion of Credit Suisse Securities (USA) LLC

In connection with the merger, Credit Suisse Securities (USA) LLC (which we refer to as “Credit Suisse”), financial advisor to the NYCB board of directors, delivered a written opinion, dated October 28, 2015, to the board as to the fairness, from a financial point of view and as of the date of such opinion, to NYCB of the merger consideration to be paid by NYCB pursuant to the merger agreement.The full text of Credit Suisse’s written opinion, dated October 28, 2015, to the NYCB board of directors, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken, is attached as Annex C hereto and is incorporated into this joint proxy statement/prospectus by reference in its entirety. The description of the opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Credit Suisse’s opinion.

Credit Suisse’s opinion was provided to the NYCB board of directors (solely in its capacity as such) for its information in connection with its evaluation of the merger consideration and did not address any other aspect of the proposed merger, including the relative merits of the merger as compared to alternative transactions or strategies that might be available or the underlying business decision of NYCB to proceed with the merger. The opinion does not constitute advice or a recommendation to any NYCB stockholder as to how such stockholder should vote or act on any matter relating to the proposed merger or otherwise.

For further information, see “The Merger—Opinion of Credit Suisse,” beginning on page 66.

Opinion of Astoria’s Financial Advisor (page 76 and Annex D)

At the October 28, 2015 meeting at which the Astoria board of directors considered and approved the merger agreement, Sandler O’Neill & Partners, L.P. (which we refer to as “Sandler O’Neill”), delivered to the board its oral opinion, which was subsequently confirmed in writing, that, as of such date, subject to procedures followed, assumptions made, matters considered and qualifications and limitations described in Sandler O’Neill’s opinion, the merger consideration was fair to the holders of Astoria’s common stock from a financial point of view.

The full text of Sandler O’Neill’s opinion is attached as Annex D to this joint proxy statement/ prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.

Astoria common stockholders are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Sandler O’Neill’s opinion speaks only as of the date of the opinion and was necessarily based on financial, economic, market and other conditions as they existed on, and the information made available to Sandler O’Neill as of, that date. The opinion was directed to Astoria board of directors and is directed only to the fairness of the merger consideration to the holders of Astoria common stock from a financial point of view. It does not address the underlying business decision of Astoria to engage in the merger or any other aspect of the merger and is not a recommendation to any Astoria common stockholder as to how such stockholder should vote at the Astoria special meeting with respect to the merger or any other matter.Sandler O’Neill did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by Astoria’s officers, directors or employees, or class of such persons, relative to the per share consideration to be received by Astoria stockholders.

For further information, see “The Merger—Opinion of Sandler O’Neill & Partners, L.P.,” beginning on page 76.

Treatment of Astoria Equity Awards (page 102)

Stock Options. At the effective time of the merger, each outstanding option to purchase shares of Astoria common stock will fully vest and be converted automatically into the right to receive NYCB common stock with a value equal to the sum of (1) the exchange ratio multiplied by the NYCB share closing price and (2) the cash consideration, less the applicable exercise price. Any option to purchase shares of Astoria common stock that has an exercise price per share that is greater or equal to the per share stock consideration will be cancelled in exchange for no consideration.

Restricted Stock. At the effective time of the merger, each outstanding restricted share of Astoria common stock will fully vest (with any performance-based vesting condition deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated)) and be converted automatically into the right to receive the merger consideration.

Restricted Stock Units. At the effective time of the merger, each outstanding restricted stock unit award in respect of Astoria common stock will fully vest (with any performance-based vesting condition deemed to have been fully achieved (or achieved at the target level if more than one level of achievement has been contemplated)) and be converted automatically into the right to receive the merger consideration in respect of each share of Astoria common stock underlying the restricted stock unit award.

For further information, see “The Merger Agreement—Treatment of Astoria Stock Options and Other Equity-Based Awards,” beginning on page 102.

Treatment of Astoria Preferred Stock and Depositary Shares (page102)

Each share of Astoria preferred stock issued and outstanding immediately prior to the effective time of the merger will be automatically converted into the right to receive one share of NYCB preferred stock. But for the par value of the securities, the NYCB preferred stock will have terms that are substantively identical to the terms of the outstanding Astoria preferred stock. Each outstanding share of Astoria preferred stock is presently represented by depositary shares that are listed on the NYSE and represent a 1/40th interest in a share of Astoria preferred stock. Upon completion of the merger, NYCB will assume the obligations of Astoria under Astoria’s deposit agreement, dated as of March 19, 2013, by and among Astoria, Computershare Shareowner Services, LLC, as depositary, and the holders from time to time of the depositary receipts described therein (which we refer to as the “deposit agreement”). NYCB will instruct the depositary to treat the shares of NYCB preferred stock received by it in exchange for shares of Astoria preferred stock as newly deposited securities under the deposit agreement. The depositary shares will thereafter represent shares of NYCB preferred stock. Such depositary shares will continue to be listed on the NYSE upon completion of the merger under a new name and traded under a new symbol.

For further information, see “The Merger Agreement—Treatment of Astoria Preferred Stock,” beginning on page 102.

NYCB Will Hold its Special Meeting on [                    ] (page 36)

The NYCB special meeting will be held on [                    ], at [                    ] local time, at [                    ]. At the NYCB special meeting, NYCB stockholders will be asked to:

Only holders of record of NYCB common stock at the close of business on [                    ] will be entitled to vote at the NYCB special meeting (which we refer to as the “NYCB record date”). Each share of NYCB common stock is entitled to one vote on each proposal to be considered at the NYCB special meeting. As of the NYCB record date, there were [                ] shares of NYCB common stock entitled to vote at the special meeting. The directors and executive officers of NYCB and their affiliates beneficially owned, and were entitled to vote, approximately [                ] shares of NYCB common stock, representing approximately [    ]% of the shares of NYCB common stock outstanding on the NYCB record date.

For further information, see “The NYCB Special Meeting—Date, Time, and Place of the Meeting.”

Astoria Will Hold its Special Meeting on [                    ] (page 42)

The Astoria special meeting will be held on [                    ], at [                    ] local time, at [                    ]. At the Astoria special meeting, Astoria common stockholders will be asked to:

Only holders of record of Astoria common stock at the close of business on [                    ] will be entitled to vote at the Astoria special meeting (which we refer to as the “Astoria record date”). Each share of Astoria common stock is entitled to one vote on each proposal to be considered at the Astoria special meeting. On the Astoria record date, there were [                ] shares of Astoria common stock entitled to vote at the special meeting. The directors and executive officers of Astoria and their affiliates beneficially owned, and were entitled to vote, approximately [                ] shares of Astoria common stock, representing approximately [    ]% of the shares of Astoria common stock outstanding on the Astoria record date.

For further information, see “The Astoria Special Meeting—Date, Time, and Place of the Meeting,” beginning on page 42.

NYCB Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote

NYCB merger proposal:

NYCB charter amendment proposal:

NYCB adjournment proposal:

For further information, see “The NYCB Special Meeting— Vote Required; Treatment of Abstentions and Failure to Vote,” beginning on page 36.

Astoria Special Meeting Proposals: Required Vote; Treatment of Abstentions and Failure to Vote

Astoria merger proposal:

Astoria compensation proposal:

Astoria adjournment proposal:

For further information, see “The Astoria Special Meeting—Vote Required; Treatment of Abstentions and Failure to Vote,” beginning on page 42.

Material U.S. Federal Income Tax Consequences of the Merger (page 117)

It is a condition to the completion of the merger that NYCB and Astoria receive written opinions from their respective counsel to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. Subject to the limitations and qualifications described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”, if you are a U.S. holder of Astoria common stock, you will recognize gain (but not loss) in an amount equal to the lesser of (1) the amount by which the sum of the fair market value of the NYCB common stock and cash you receive exceeds your tax basis in your Astoria common stock, and (2) the amount of cash you receive (in each case excluding any cash received instead of fractional shares of Astoria common stock).

Gain that you recognize in connection with the merger generally will constitute capital gain, except that depending on certain facts specific to you, any gain recognized could instead be taxable as a dividend.

For a definition of “U.S. holder” and a more detailed discussion of the material United States federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 117 of this proxy statement/prospectus.

The U.S. federal income tax consequences described above may not apply to all holders of Astoria common stock. We strongly urge you to consult your independent tax advisor for a full understanding of the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable treaty.

Astoria’s Officers and Directors Have Financial Interests in the Merger that Differ from Your Interests (page 87)

Astoria’s stockholders should be aware that Astoria’s directors and executive officers have interests in the merger that are different from, or in addition to, interests of Astoria stockholders generally. These interests include, among others, the treatment of outstanding Astoria equity awards pursuant to the merger agreement, certain payments and benefits payable under employment agreements entered into with executive officers, and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. These interests also include NYCB’s agreement to appoint Monte Redman, Astoria’s Director, President, and Chief Executive Officer, and Ralph Palleschi, Astoria’s Director and Chairman of the Board, to the board of directors of the surviving corporation and to invite other members of the Astoria board of directors to serve as paid members of the board of the Astoria Bank Division of New York Community Bank following the effective time of the merger. The Astoria board of directors was aware of and considered those interests, among other matters, in reaching its decisions to approve the merger agreement and the transactions contemplated thereby and to recommend the adoption of the merger agreement to Astoria common stockholders. See the section entitled “The Merger—Interests of Astoria’s Directors and Executive Officers in the Merger” beginning on page 87 of this joint proxy statement/prospectus for a more detailed description of these interests.

Astoria Common Stockholders Are Expected To Be Entitled To Assert Appraisal Rights (page 35)

If the merger agreement is adopted by Astoria common stockholders, Astoria common stockholders who do not vote in favor of the adoption of the merger agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the Delaware General Corporation Law (which we refer to as “DGCL”). This means that holders of shares of Astoria common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Astoria common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest to be paid upon the amount determined to be “fair value,” if any, as determined by the court.

Astoria common stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights, due to the complexity of the appraisal process.

Astoria common stockholders considering seeking appraisal should be aware that the “fair value” of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as, or less than the value of the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, (1) you must submit a written demand for appraisal to Astoria before the stockholder vote is taken on the Astoria merger proposal at the Astoria special meeting; (2) you must not submit a blank proxy or otherwise vote in favor of the Astoria merger proposal to adopt the merger agreement; and (3) you must hold shares of Astoria common stock of record when you submit your written demand for appraisal and continue to hold them through the effective time of the merger. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this joint proxy statement/prospectus, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex E to this joint proxy statement/prospectus. If you hold your shares of Astoria common stock through a broker, bank, or other nominee, and you wish to exercise appraisal rights, you should consult with your broker, bank, or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank, or other nominee.

For more information, see “The Merger—Appraisal Rights in the Merger,” beginning on page 93.

Regulatory Approvals Required for the Merger (page 97)

Subject to the terms of the merger agreement, both Astoria and NYCB have agreed to use their reasonable best efforts to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement and to comply with the terms and conditions of all such approvals. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, which we refer to as the “Federal Reserve Board,” the Federal Deposit Insurance Corporation, which we refer to as “the FDIC,” and the New York State Department of Financial Services, which we refer to as the “DFS.” NYCB and Astoria have filed applications and notifications to obtain the required regulatory approvals.

Although neither Astoria nor NYCB knows of any reason why it cannot obtain these regulatory approvals in a timely manner, Astoria and NYCB cannot be certain when or if they will be obtained. For more information, see “The Merger—Regulatory Approvals Required for the Merger,” beginning on page 97.

Regulatory Implications of the Merger (page 29)

NYCB currently expects that its total consolidated assets will be over $50 billion, based on a four quarter trailing average, and that it will be subject to stricter prudential standards required by the Dodd-Frank Act for large bank holding companies by end of the second quarter of 2016. If NYCB’s total consolidated assets do not exceed $50 billion before the completion of the merger, its total consolidated assets will exceed the threshold upon the completion of the merger. Pursuant to the current requirements of the Dodd-Frank Act, NYCB will become subject to the enhanced regulatory standards applicable to bank holding companies at the end of the quarter in which its total consolidated assets exceed $50 billion, including but not limited to submitting an annual capital plan, undergoing an annual supervisory capital stress test and two company-run capital stress tests, enhanced requirements for liquidity risk management and overall risk management, liquidity buffer and liquidity stress testing requirements, submitting a resolution plan, implementation of an enhanced compliance program under the Volcker Rule, and payment of additional Federal Reserve Board assessments. NYCB will also be required to participate in the annual Comprehensive Capital Assessment and Review, and would be subjected to heightened supervisory expectations in a range of other areas.

Conditions that Must Be Satisfied or Waived for the Merger to Occur (page 112)

Each party’s obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, including: (1) the approval of the NYCB merger proposal by the requisite vote of NYCB stockholders; (2) the approval of the Astoria merger proposal by the requisite vote of Astoria common stockholders; (3) the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, each as described above; (4) authorization for listing on the NYSE of the shares of NYCB common stock to be issued in the merger; (5) effectiveness of the registration statement on

Form S-4 for the NYCB common stock to be issued in the merger; (6) the absence of any order, injunction, or other legal restraint preventing the completion of the merger or making the completion of the merger illegal; (7) subject to certain exceptions, the accuracy of the representations and warranties of each of NYCB and Astoria; (8) performance in all material respects by each of NYCB and Astoria of its obligations under the merger agreement; and (9) receipt by each of NYCB and Astoria of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither Astoria nor NYCB can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For more information, see “The Merger Agreement—Conditions to Complete the Merger,” beginning on page 112.

Termination of the Merger Agreement (page 113)

The merger agreement may be terminated at any time by NYCB or Astoria prior to the effective time of the merger under the following circumstances:

In addition, the merger agreement may be terminated:

For more information, see “The Merger Agreement—Termination of the Merger Agreement,” beginning on page 113.

Termination Fee (page 114)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of Astoria’s or NYCB’s respective boards of directors, Astoria or NYCB may be required to pay to the other party a termination fee equal to $69.5 million. These termination fees could discourage other companies from seeking to acquire or merge with Astoria or NYCB. For more information, see “The Merger Agreement—Termination Fee,” beginning on page 114.

Amendment to NYCB’s Certificate of Incorporation (page 92 and Annex F)

In connection with the merger, NYCB is seeking approval to amend the NYCB charter to increase the number of authorized shares of common stock by 300 million to 900 million. For more information, see “The Merger—Amendment to NYCB’s Certificate of Incorporation,” beginning on page 92.

The Rights of Astoria Common Stockholders Will Change as a Result of the Merger (page 144)

The rights of Astoria common stockholders will change as a result of the merger due to differences in NYCB’s and Astoria’s governing documents. The rights of Astoria common stockholders are governed by Delaware law and by the Astoria charter and bylaws. Upon the completion of the merger, Astoria common stockholders will become stockholders of NYCB, as the continuing legal entity in the merger, and the rights of Astoria common stockholders will therefore be governed by the NYCB charter and bylaws (but will continue to be governed by Delaware law).

Both Astoria and NYCB currently have a classified board of directors. However, on March 17, 2015, the NYCB board of directors adopted a resolution to submit at its 2016 annual meeting of stockholders a proposal to amend the NYCB charter to declassify the board of directors (which we refer to as the “declassification proposal”). Pursuant to the declassification proposal, directors of NYCB whose then current three-year terms expire at the annual meetings of stockholders to be held in 2017, 2018, and 2019, respectively, will thereafter be elected on an annual basis.

For more information, see “Comparison of Stockholders’ Rights,” beginning on page 144 for a description of the material differences in stockholders’ rights under each of the NYCB and Astoria governing documents.

Information About the Companies (pages 48, 49)

New York Community Bancorp, Inc.

One of the largest U.S. bank holding companies, with assets of $49.0 billion as of September 30, 2015, New York Community Bancorp, Inc. is a leading producer of multi-family loans on rent-regulated buildings in New York City and the parent of the Community Bank and the Commercial Bank. With deposits of $28.3 billion as of September 30, 2015 and more than 250 branches in Metro New York, New Jersey, Florida, Ohio, and Arizona, NYCB also ranks among the largest depositories in the United States.

NYCB’s principal office is located at 615 Merrick Avenue, Westbury, New York 11590, and its telephone number at that location is (516) 683-4100. NYCB’s stock is traded on the NYSE under the symbol “NYCB.” Additional information about NYCB and its subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 156.

Astoria Financial Corporation

Astoria is a Delaware corporation organized in 1993 as the unitary savings and loan holding company of Astoria Bank and its consolidated subsidiaries. Astoria is headquartered in Lake Success, New York and its principal business is the operation of its wholly-owned subsidiary, Astoria Bank. Astoria Bank’s primary business is attracting retail deposits from the general public and businesses and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, primarily in multi-family and commercial real estate mortgage loans, one-to-four family, or residential, mortgage loans, and mortgage-backed securities. Astoria Bank currently has 88 banking offices—one main office and 87 branches, all located in New York.

Astoria’s common stock is traded on the NYSE under the symbol “AF.”

Astoria’s principal office is located at One Astoria Bank Plaza, Lake Success, New York, and its telephone number at that location is (516) 327-7869. Additional information about Astoria and Astoria Bank and its other subsidiaries is included in documents incorporated by reference in this joint proxy statement/prospectus. For more information, see “Where You Can Find More Information,” beginning on page 156.

Litigation Relating to the Merger (page 99)

Following the announcement on October 28, 2015 of the execution of the merger agreement, various stockholders of Astoria have filed seven putative class action lawsuits against Astoria, its directors and NYCB challenging the proposed transaction. The various complaints allege that the directors of Astoria breached their fiduciary duties in connection with their approval of the merger agreement and that NYCB aided and abetted those alleged fiduciary breaches. Other potential plaintiffs may also file additional lawsuits challenging the proposed transaction. If the cases are not resolved, these lawsuits could prevent or delay completion of the merger and result in substantial costs to NYCB and Astoria, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect NYCB’s business, financial condition, results of operations and cash flows.

For more information, see “The Merger—Litigation Relating to the Merger” beginning on page 99.

Risk Factors (page 25)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in the joint proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 28.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF NYCB

The following selected consolidated financial information for the fiscal years ended December 31, 2010 through December 31, 2014 is derived from audited financial statements of NYCB. The financial information as of and for the nine months ended September 30, 2015 and September 30, 2014 is derived from unaudited financial statements and, in the opinion of NYCB’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data at and for those dates. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2015. You should not assume that the results of operations for any past periods are indicative of results for any future period. You should read this information in conjunction with NYCB’s consolidated financial statements and related notes thereto included in NYCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and in NYCB’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2015, which are incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information.”

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ASTORIA

The following selected consolidated financial information for the fiscal years ended December 31, 2010 through December 31, 2014 is derived from audited financial statements of Astoria. The financial information as of and for the nine months ended September 30, 2015 and 2014 are derived from unaudited financial statements and, in the opinion of Astoria’s management, contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of this data at or for those dates. The results of operations as of and for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2015. You should not assume that the results of operations for any past periods are indicative of results for any future period. You should read this information in conjunction with Astoria’s consolidated financial statements and related notes thereto included in Astoria’s Annual Report on Form 10-K for the year ended December 31, 2014, and in Astoria’s Quarterly Report on Form 10-Q for the period ended on September 30, 2015, which are incorporated by reference into this joint proxy statement/prospectus. Please see “Where You Can Find More Information”.

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows selected unaudited pro forma condensed combined financial information about the financial condition and results of operations of NYCB giving effect to the merger with Astoria. The selected unaudited pro forma condensed combined financial information assumes that the merger is accounted for under the acquisition method of accounting, with NYCB treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of Astoria, as of the effective date of the merger, will be recorded by NYCB at their respective estimated fair values, and the excess of the merger consideration over the fair value of Astoria’s net assets will be allocated to goodwill.

The unaudited pro forma condensed combined income statement information for the year ended December 31, 2014 and the nine months ended September 30, 2015 is presented as if the merger was consummated on January 1, 2014, the first business day of the NYCB 2014 fiscal year, and combines the historical results of NYCB and Astoria. The unaudited pro forma condensed combined balance sheet information as of September 30, 2015 gives effect to the merger as if it occurred on September 30, 2015, and combines the historical balance sheets of NYCB and Astoria as of September 30, 2015.

The selected unaudited pro forma condensed combined financial data has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information, including the notes thereto, which is included in this joint proxy statement/prospectus under “Unaudited Pro Forma Condensed Combined Financial Statements.”

The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The selected unaudited pro forma condensed combined financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors. Further, as explained in more detail in the notes accompanying the more detailed unaudited pro forma condensed combined financial information included under “Unaudited Pro Forma Condensed Combined Financial Information,” the pro forma allocation of the purchase price reflected in the selected unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Additionally, the adjustments made in the unaudited pro forma condensed financial information, which are described in those notes, are preliminary and may be revised.

Selected Unaudited Pro Forma Financial Data

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

(Unaudited)

Presented below are NYCB’s and Astoria’s historical per share data for the year ended December 31, 2014 and for the nine months ended September 30, 2015, and unaudited pro forma combined per share data for the year ended December 31, 2014 and for the nine months ended September 30, 2015. Except for the historical information as of and for the year ended December 31, 2014, the information provided in the table below is unaudited. The unaudited pro forma data and equivalent per share information gives effect to the merger as if the transaction had been effective on the dates presented, in the case of the book value data, and as if the transactions had become effective on September 30, 2015. This information should be read together with the historical consolidated financial statements and related notes of NYCB and Astoria filed by each with the SEC, and incorporated by reference in this document, and with the unaudited pro forma condensed combined financial statements included under “Unaudited Pro Forma Condensed Combined Financial Statements.”

The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined companies had the companies actually been combined at the beginning of the period presented. The unaudited pro forma financial information also does not consider any potential impacts of current market conditions on revenues, potential revenue enhancements, anticipated cost savings and expense efficiencies, or asset dispositions, among other factors.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document, includingSome of the informationstatements contained or incorporated by reference in this document, may contain forward-lookingjoint proxy statement/prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These1995 giving NYCB’s or Astoria’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “projections,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, (i) information regarding the expected future financial condition, results of operations and business of New York Community and Synergy before the merger and of New York Community after the merger; (ii) statements about the expected benefits of the merger or the bank merger, including future financial and operating results cost savings, enhancements to revenues and accretion to reported earnings that may be realized fromof NYCB, Astoria or the merger; (iii) statements about New York Community’s and Synergy’s respectivecombined company following the merger, the combined company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, financing plans and the availability of capital, the likelihood of success and impact of litigation and other statements that are not historical facts; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “potential,” “strive,” “try,” or other words of similar meaning.facts. These forward-looking statements are only predictions based on NYCB’s and Astoria’s current beliefsexpectations and expectationsprojections about future events. There are important factors that could cause NYCB’s and Astoria’s actual results, level of our managementactivity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, thesedescribed in the section entitled “Risk Factors” beginning on page 28.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in NYCB’s and Astoria’s reports filed with respect to future business strategies and decisions that are subject to change.

Thethe SEC, the following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: