Flagstar Financial POS AM Prospectus update (post-effective amendment)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on September 28, 2022

Registration No. 333-257045

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

New York Community Bancorp, Inc.

(Exact Name of Registrant as specified in its Charter)

Delaware

6036

06-1377322

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS Employer
Identification Number)

102 Duffy Avenue,

Hicksville, New York 11801

(516) 683-4100

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Thomas R. Cangemi

Chairman, President and Chief Executive Officer

New York Community Bancorp, Inc.

102 Duffy Avenue,

Hicksville, New York 11801

(516) 683-4100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

H. Rodgin Cohen
Mark J. Menting
Jared M. Fishman
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000

Alessandro P. DiNello
President, Chief Executive Officer
Flagstar Bancorp, Inc.
5151 Corporate Drive
Troy, Michigan 48098
(248) 312-5741

Sven G. Mickisch
David R. Clark
Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

THIS POST EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM S-4 (NO. 333-257045) SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933.

EXPLANATORY NOTE

New York Community Bancorp, Inc. (“NYCB”) is filing this Post-Effective Amendment No. 2 on Form S-4 (File No. 333-257045) pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended, to update the initial registration statement on Form S-4, which was previously declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2021 (the “Registration Statement”), to (i) incorporate by reference the information contained in (x) the Annual Report on Form 10-K for the year ended December 31, 2021 that NYCB filed with the SEC on February 25, 2022, (y) the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar Bancorp, Inc. (“Flagstar”) filed with the SEC on March 1, 2022 and (z) certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC, (ii) update certain information in the Registration Statement and (iii) include certain information required to be included in a registration statement on Form S-4. The joint proxy statement/prospectus included in the Registration Statement is being replaced in its entirety by the amended prospectus contained in this Post-Effective Amendment No. 2.

No additional securities are being registered under this Post-Effective Amendment No. 2 and no proxies are being solicited. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The information in this amended prospectus is not complete and may be changed. A registration statement relating to the securities described in this amended prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This amended prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION

AMENDED PROSPECTUS

LOGO

On April 24, 2021, New York Community Bancorp, Inc. (“NYCB”), 615 Corp., a direct, wholly owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc. (“Flagstar”) entered into an Agreement and Plan of Merger (the “original merger agreement”). On April 26, 2022, NYCB, Merger Sub and Flagstar entered into Amendment No. 1 to the merger agreement (the “merger agreement amendment” and, together with the original merger agreement, the “merger agreement”). Pursuant to the merger agreement, NYCB will, upon the terms and subject to the conditions set forth in the merger agreement, acquire Flagstar in an all-stock transaction. Under the merger agreement, Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity (the “merger”), and as soon as reasonably practicable following the merger, Flagstar will merge with and into NYCB, with NYCB as the surviving entity (the “holdco merger”). Unless otherwise agreed to in writing by NYCB and Flagstar, (i) promptly on the day after the day on which the merger and the holdco merger occur, Flagstar Bank, FSB (“Flagstar Bank, FSB”), a federally chartered stock savings bank and a wholly owned subsidiary of Flagstar, will convert into a national banking association (such resulting entity, “Flagstar Bank, NA” and such conversion, the “conversion”) and (ii) promptly following the conversion, New York Community Bank (“NYCB Bank”), a New York State-chartered savings bank and a wholly owned subsidiary of NYCB will merge with and into Flagstar Bank, NA, with Flagstar Bank, NA as the surviving bank (the “bank merger”). In the merger, holders of the common stock of Flagstar, par value $0.01 per share (“Flagstar common stock”), will receive 4.0151 shares of the common stock of NYCB, par value $0.01 per share (“NYCB common stock”), for each share of Flagstar common stock they own. Holders of NYCB common stock will continue to own their existing shares of NYCB common stock.

NYCB previously registered with the Securities and Exchange Commission (the “SEC”) shares of NYCB common stock to be issued to holders of Flagstar common stock in the merger. NYCB also previously filed with the SEC a joint proxy statement/prospectus, dated June 25, 2021 (the “joint proxy statement/prospectus”), relating to the shares of NYCB common stock to be issued in the merger and to proposals that holders of NYCB common stock (“stockholders” or “NYCB stockholders”) and Flagstar common stock (“shareholders” or “Flagstar shareholders”) were asked to vote on at respective special meetings of the NYCB stockholders and of the Flagstar shareholders. As described in the joint proxy statement/prospectus, the conditions to complete the merger include, among other things, (i) the approval by NYCB stockholders of the proposed issuance of NYCB common stock to holders of Flagstar common stock pursuant to the merger agreement and (ii) the approval by Flagstar shareholders of the merger agreement. These approvals were obtained at virtual special meetings of the NYCB stockholders and Flagstar shareholders, respectively, on August 4, 2021 (the “NYCB special meeting” and “Flagstar special meeting,” respectively). No further approval of the NYCB stockholders or Flagstar shareholders is required to complete the merger. Accordingly, at this time, neither NYCB nor Flagstar is asking you for a proxy and you are requested not to send us a proxy.

This amended prospectus relates to the shares of NYCB common stock to be issued in the merger and replaces in its entirety the joint proxy statement/prospectus. This amended prospectus (i) incorporates by reference the information contained in (x) the Annual Report on Form 10-K for the year ended December 31, 2021 that NYCB filed with the SEC on February 25, 2022, (y) the Annual Report on Form 10-K for the year ended December 31, 2021 that Flagstar filed with the SEC on March 1, 2022 and (z) certain other documents regarding NYCB and Flagstar that NYCB and Flagstar, respectively, have filed and will from time to time file with the SEC, (ii) updates certain information that had been included in the joint proxy statement/prospectus and (iii) includes certain information required to be included in a prospectus included in a registration statement on Form S-4.

In accordance with Form S-4, certain information was included in the joint proxy statement/prospectus relating to NYCB’s and Flagstar’s reasons for entering into the original merger agreement, the recommendations of the

boards of directors of NYCB and Flagstar to the NYCB stockholders and Flagstar shareholders, respectively, and information considered by NYCB and Flagstar and their respective board of directors in connection with entering into the original merger agreement and making such recommendations to their respective stockholders and shareholders. Such information was included in the joint proxy statement/prospectus for consideration by the NYCB stockholders and Flagstar shareholders in connection with the proposals that such stockholders and shareholders were asked to vote on at the NYCB special meeting and the Flagstar special meeting, respectively. In accordance with Form S-4, this information must be included in this amended prospectus. Because this information relates to information available to NYCB and Flagstar at the time the original merger agreement was executed and otherwise prior to the NYCB special meeting and the Flagstar special meeting, and because no further approval of the NYCB stockholders or Flagstar shareholders is required to complete the merger, where noted in the applicable sections of this document, this information is included in this amended prospectus in the original form in which it was included in the joint proxy statement/prospectus.

This amended prospectus provides you with detailed information about the merger and the merger agreement. It also contains or references information about NYCB and Flagstar and certain related matters. You are encouraged to read this amended prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 19 for a discussion of the risks you should consider with respect to the merger. You can also obtain information about NYCB and Flagstar from documents that have been filed with the Securities and Exchange Commission that are incorporated into this amended prospectus by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either NYCB or Flagstar, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this amended prospectus is , 2022

ADDITIONAL INFORMATION

This amended prospectus includes important business and financial information about NYCB and Flagstar from other documents that are not included in or delivered with this document, which information is available to you without charge upon your written or oral request. Each of NYCB and Flagstar files annual, quarterly and current reports, proxy statements and other business and financial information with the SEC. This information is available to you without charge upon your written or oral request. You can obtain the documents, including the documents regarding NYCB and Flagstar incorporated by reference in this document, through the SEC website at http://www.sec.gov or by requesting them in writing, by email or by telephone at the appropriate address below. In addition, documents filed with the SEC by NYCB are available free of charge by accessing NYCB’s website at https://www.mynycb.com and documents filed with the SEC by Flagstar are available free of charge by accessing Flagstar’s website at http://investors.flagstar.com. Except for the documents regarding NYCB and Flagstar incorporated by reference in this document, the information contained on, or that may be accessed through, the respective websites of the SEC, NYCB and Flagstar is not incorporated by reference into, and is not a part of, this amended prospectus.

New York Community Bancorp, Inc.

102 Duffy Avenue

Hicksville, New York 11801

Attn: Investor Relations

(516) 683-4420

ir@mynycb.com

Flagstar Bancorp, Inc.

5151 Corporate Drive

Troy, Michigan 48098

Attn: Investor Relations

(248) 312-5741

FBCInvestorRelations@flagstar.com

You will not be charged for any of these documents that you request. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated [ ], 2022, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. The issuance by NYCB of shares of NYCB common stock pursuant to the merger agreement will not create any implication to the contrary.

This amended prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this amended prospectus regarding Flagstar has been provided by Flagstar and information contained in, or incorporated by reference into, this document regarding NYCB has been provided by NYCB.

See “Where You Can Find More Information” beginning on page 155 of this amended prospectus for further information.

TABLE OF CONTENTS


SUMMARY			1
Information About the Companies			1
The Merger and the Merger Agreement			2
Merger Consideration			2
Treatment of Flagstar Equity Awards			3
Flagstar 401(k) Plan			4
Employee Stock Purchase Plan Matters			4
U.S. Federal Income Tax Consequences of the Merger			5
NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors			5
Opinions of NYCB’s Financial Advisors			5
Interests of Certain NYCB Directors and Executive Officers in the Merger			7
Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors			7
Opinions of Flagstar’s Financial Advisors			8
Interests of Certain Flagstar Directors and Executive Officers in the Merger			9
Governance of NYCB After the Merger			11
Regulatory Approvals			12
Expected Timing of the Merger			12
Conditions to Complete the Merger			13
Termination Fee			14
Accounting Treatment			14
The Rights of Flagstar Shareholders Will Change as a Result of the Merger			14
Delisting and Deregistration of Flagstar Common Stock			15
The NYCB Stockholder Approval			15
The Flagstar Shareholder Approval			15
Appraisal or Dissenters’ Rights in the Merger			15
Litigation Relating to the Merger			16
Risk Factors			16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			17
RISK FACTORS			19
Risks Relating to the Consummation of the Merger and NYCB Following the Merger			19
Risks Relating to NYCB’s Business			26
Risks Relating to Flagstar’s Business			26
THE MERGER			27
Terms of the Merger			27
Background of the Merger			27
NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors			34
Opinions of NYCB’s Financial Advisors			36
Analysis of Precedent Transactions.			44
Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors			60
Opinions of Flagstar’s Financial Advisors			63
Certain Unaudited Prospective Financial Information			83
Interests of Certain NYCB Directors and Executive Officers in the Merger			88
Interests of Certain Flagstar Directors and Executive Officers in the Merger			91
Governance of NYCB After the Merger			100
The NYCB Stockholder Approval			101
The Flagstar Shareholder Approval			101
Accounting Treatment			101
Regulatory Approvals			101
Litigation Relating to the Merger			105
THE MERGER AGREEMENT			106
Explanatory Note Regarding the Merger Agreement			106
Structure of the Merger			106


Merger Consideration			107
Fractional Shares			107
Governing Documents			107
Closing and Effective Time of the Merger			108
Exchange of Shares			108
Representations and Warranties			109
Covenants and Agreements			111
NYCB Governance			119
Meetings; Recommendation of NYCB’s and Flagstar’s Boards of Directors			120
Agreement Not to Solicit Other Offers			121
Conditions to Complete the Merger			122
Termination of the Merger Agreement			123
Effect of Termination			124
Termination Fee			124
Expenses and Fees			125
Amendment, Waiver and Extension of the Merger Agreement			125
Governing Law			126
Specific Performance			126
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			127
Tax Consequences of the Merger Generally			128
Cash Instead of a Fractional Share			128
Backup Withholding			129
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			130
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (As of June 30, 2022)			132
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT (For the Six Months Ended June 30, 2022)			133
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT (For the Year Ended December 31, 2021)			134
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			135
COMPARISON OF THE RIGHTS OF NYCB STOCKHOLDERS AND FLAGSTAR SHAREHOLDERS			139
LEGAL MATTERS			153
EXPERTS			153
DEADLINES FOR SUBMITTING STOCKHOLDER OR SHAREHOLDER PROPOSALS			154
WHERE YOU CAN FIND MORE INFORMATION			155
Annex A			A-1
Annex B			B-1
Annex C			C-1
Annex D			D-1
Annex E			E-1
Annex F			F-1
Part II			II-1
Item 20. Indemnification of Directors and Officers			II-1
Item 21. Exhibits and Financial Statement Schedules			II-2
Item 22. Undertakings			II-3

SUMMARY

This summary highlights selected information in this amended prospectus and may not contain all of the information that is important to you. You should carefully read this entire amended prospectus, including the documents attached as annexes to this amended prospectus and the other documents we refer you to, for a more complete understanding of the transactions contemplated by the merger agreement. In addition, we incorporate by reference important business and financial information about NYCB and Flagstar into this amended prospectus. You may obtain the information incorporated by reference into this amended prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 155 of this amended prospectus.

Information About the Companies

NYCB

NYCB is a Delaware corporation and the bank holding company for NYCB Bank. Formerly known as Queens County Savings Bank, NYCB Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, on which date NYCB completed its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share ($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004). As of June 30, 2022, NYCB had consolidated total assets of $63.1 billion, deposits of $41.2 billion and stockholders’ equity of $6.8 billion. NYCB had 2,815 employees as of December 31, 2021.

Established in 1859, NYCB Bank is a New York State-chartered savings bank with 237 branches as of June 30, 2022 that currently operates through eight local divisions, each with a history of strength and service: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank in New York; Garden State Community Bank in New Jersey; Ohio Savings Bank in Ohio; and AmTrust Bank in Florida and Arizona. NYCB Bank is a leading producer of multi-family loans in New York City, with an emphasis on non-luxury residential apartment buildings with rent-regulated units that feature below-market rents. In addition to multifamily loans, which are NYCB Bank’s principal asset, NYCB Bank originates commercial real estate (“CRE”) loans (primarily in New York City), specialty finance loans and leases, and, to a much lesser extent, acquisition, development and construction (“ADC”) loans, and commercial and industrial (“C&I”) loans (typically made to small and mid-size business in Metro New York).

NYCB’s common stock is traded on the NYSE under the symbol “NYCB.” The principal executive offices of NYCB are located at 102 Duffy Road, Hicksville, New York 11801, and its telephone number is (516) 683-4100.

Flagstar

Flagstar is a savings and loan holding company incorporated under the state laws of Michigan. Flagstar is the holding company for Flagstar Bank, FSB a federally chartered stock savings bank founded in 1987. As of June 30, 2022, Flagstar had consolidated total assets of $24.9 billion, deposits of $17.5 billion and stockholders’ equity of $2.7 billion. Flagstar had 5,036 full-time equivalent employees as of June 30, 2022.

The principal business of Flagstar is to provide, primarily through its principal subsidiary Flagstar Bank, FSB, commercial and consumer banking services. As of June 30, 2022, Flagstar is the seventh largest bank mortgage originator in the nation and the fifth largest subservicer of mortgage loans nationwide. The relationship-based business model leverages Flagstar Bank, FSB’s full-service bank’s capabilities and national mortgage platform to create and build financial solutions for its customers. At June 30, 2022, Flagstar operated 158 full service banking branches that offer a full set of banking products to consumer, commercial and government customers. Its bank branch footprint spans Michigan, Indiana, California, Wisconsin and Ohio.

Flagstar originates mortgages through a network of brokers and correspondents in all 50 states and its own loan officers, which includes its direct lending team, from 79 retail locations and three call centers. Flagstar is also a leading national servicer of mortgage loans and provides complementary ancillary offerings including mortgage servicing rights (“MSR”) lending, servicing advance lending and MSR recapture services.

Flagstar’s common stock is traded on the NYSE under the symbol “FBC.” The principal executive offices of Flagstar are located at 5151 Corporate Drive, Troy, Michigan 48098, and its telephone number is (248) 312-2000.

Merger Sub

Merger Sub, a direct, wholly owned subsidiary of NYCB, is a Delaware corporation that was incorporated for the sole purpose of effecting the merger. In the merger, Merger Sub will merge with and into Flagstar, with Flagstar surviving as a direct, wholly owned subsidiary of NYCB and the separate corporate existence of Merger Sub will cease.

Its principal executive office is located at c/o New York Community Bancorp, Inc., 102 Duffy Road, Hicksville, New York 11801 and its telephone number is (516) 683-4100.

The Merger and the Merger Agreement (pages 27 and 106)

The terms and conditions of the merger are contained in the merger agreement. A copy of the original merger agreement, as executed on April 24, 2021, is attached as Annex A to this amended prospectus and a copy of the merger agreement amendment, as executed on April 26, 2022, is attached as Annex B to this amended prospectus. You are encouraged to read the merger agreement, including the original merger agreement and the merger agreement amendment, carefully and in its entirety, as it is the primary legal document that governs the merger.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger (the “effective time”), Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity. As soon as reasonably practicable following the merger, the holdco merger will occur in which Flagstar will merge with and into NYCB, with NYCB as the surviving entity. The merger agreement further provides that, unless otherwise agreed to in writing by NYCB and Flagstar, (i) promptly on the day after the day on which the merger and the holdco merger occur, the conversion will occur in which Flagstar Bank, FSB will convert into Flagstar Bank, NA, a national banking association, and (ii) promptly following the conversion, the bank merger will occur in which NYCB Bank will merge with and into Flagstar Bank, NA, with Flagstar Bank, NA as the surviving bank. Following the merger, Flagstar common stock will be delisted from the New York Stock Exchange (the “NYSE”), deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and will cease to be publicly traded. In this amended prospectus, we refer to the closing of the transactions contemplated by the merger agreement as the “closing,” and the date on which the closing occurs as the “closing date.”

Merger Consideration (page 107)

Each share of Flagstar common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by NYCB or Flagstar (subject to certain exceptions described in the merger agreement), will be converted into the right to receive 4.0151 shares (the “exchange ratio”) of NYCB common stock (the “merger consideration”). Flagstar shareholders who would otherwise be entitled to a fraction of a share of NYCB common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average closing-sale prices per share of NYCB common stock on the NYSE for the consecutive period of five full trading days ending on the day preceding the closing date (the “NYCB closing share value”).

NYCB common stock is listed on the NYSE under the symbol “NYCB,” and Flagstar common stock is listed on NYSE under the symbol “FBC.” The following table shows the closing-sale prices of NYCB common stock and Flagstar common stock as reported on the NYSE, on April 23, 2021, the last trading day before the public announcement of the merger agreement, and on [ ], 2022, the last practicable trading day before the date of this amended prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Flagstar common stock, which was calculated by multiplying the closing price of NYCB common stock on those dates by the exchange ratio of 4.0151.


	NYCB Common Stock		Flagstar Common Stock		Implied Value of One Share of Flagstar Common Stock
April 23, 2021	$	11.99	$	45.37	$	48.14
[ ], 2022	$	[ ]	$	[ ]	$	[ ]

For more information on the exchange ratio, see the section entitled “The Merger—Terms of the Merger” beginning on page 27 and “The Merger Agreement—Merger Consideration” beginning on page 107.

Treatment of Flagstar Equity Awards (page 92)

The merger agreement provides that, at the effective time, each outstanding time-based restricted stock award unit (a “Flagstar RSU”) under Flagstar’s 2016 Stock Award and Incentive Plan (the “Flagstar stock plan”), whether vested or unvested, will cease to represent a restricted stock unit denominated in shares of Flagstar common stock and will be converted into a time-based restricted stock unit denominated in shares of NYCB common stock (each, an “NYCB RSU”). The number of shares of NYCB common stock subject to each such NYCB RSU will be equal to the product of (i) the number of shares of Flagstar common stock subject to such Flagstar RSU immediately prior to the effective time (including any applicable dividend equivalents), multiplied by (ii) the exchange ratio.

The merger agreement also provides that, at the effective time, each outstanding performance share unit award (a “Flagstar PSU”) under the Flagstar stock plan for which the applicable performance period is complete, including awards granted prior to the date of the merger agreement under Flagstar’s Executive Long-Term Incentive Program and Flagstar PSUs granted in 2019, whether vested or unvested, will cease to represent a performance share unit denominated in shares of Flagstar common stock and will be converted into the right to receive the merger consideration in respect of the number of shares of Flagstar common stock subject to such Flagstar PSU immediately prior to the effective time based on actual performance through completion of the applicable performance period as determined by the compensation committee of the Flagstar board (the “Flagstar Compensation Committee”) in its reasonable judgment, less applicable tax withholding.

The merger agreement further provides that, at the effective time, each outstanding Flagstar PSU for which the applicable performance period is not complete will cease to represent a performance share unit denominated in shares of Flagstar common stock and will be converted into an NYCB RSU. The number of shares of NYCB common stock subject to each such NYCB RSU will be equal to the product of (A) the number of shares of Flagstar common stock subject to such Flagstar PSU immediately prior to the effective time (including any applicable dividend equivalents) based on (1) in the case of Flagstar PSUs granted in 2020, 150% of the target level of performance and (2) in the case of Flagstar PSUs granted in 2021 and thereafter, the target level of performance multiplied by (B) the exchange ratio.

Except as specifically provided above, each NYCB RSU will continue to be governed by the same terms and conditions (including employment vesting terms but excluding performance conditions, after giving effect to any “change in control” post-termination protections under the applicable Flagstar stock plan or award agreement; provided that such protections will be extended to apply until 18 months after the effective time) as were applicable to the applicable Flagstar RSU or Flagstar PSU immediately prior to the effective time.

The merger agreement provides that, at the effective time, each outstanding restricted stock award held by a Flagstar director (a “Flagstar restricted share”) under the Flagstar stock plan, whether vested or unvested, will accelerate in full and will be converted into, and become exchanged for, the merger consideration.

For more information see “The Merger Agreement—Treatment of Flagstar Equity Awards” beginning on page 92.

Flagstar 401(k) Plan (page 116)

It is expected that the Flagstar Financial, Inc. 401(k) Employee Savings Plan (the “Flagstar 401(k) plan”) will remain in effect through and after the closing date, and will be merged into a 401(k) plan sponsored by NYCB or one of its subsidiaries (the “NYCB 401(k) plan”) at a later date. However, the merger agreement provides that if requested by NYCB in writing delivered to Flagstar not less than 20 business days before the closing date, the board of directors of Flagstar (or the appropriate committee thereof) will adopt resolutions and take such corporate action as is necessary or appropriate to terminate the Flagstar 401(k) plan, effective as of the day prior to the closing date and contingent upon the occurrence of the effective time. If NYCB requests that the Flagstar 401(k) plan be terminated, (i) Flagstar will provide NYCB with evidence that such plan has been terminated (the form and substance of which will be subject to reasonable review and comment by NYCB) not later than two days immediately preceding the closing date and (ii) the employees of Flagstar and its subsidiaries who at the effective time become employees of NYCB or its subsidiaries (the “continuing employees”) will be eligible to participate, effective as of the effective time, in the NYCB 401(k) plan. NYCB and Flagstar will take any and all actions as may be required, including amendments to the Flagstar 401(k) plan and/or the NYCB 401(k) plan, to permit the continuing employees to make rollover contributions to the NYCB 401(k) plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Internal Revenue Code of 1986, as amended (the “Code”)) from the Flagstar 401(k) plan in the form of cash, notes (in the case of loans), NYCB common stock or a combination thereof in an amount equal to the full account balance distributed to such employee from the Flagstar 401(k) plan, and NYCB will endeavor through reasonably commercial efforts to ensure availability of in-kind and note rollovers.

Employee Stock Purchase Plan Matters (page 117)

The merger agreement provides that as soon as reasonably practicable following the date of the merger agreement and in any event prior to the effective time, Flagstar shall take all actions (including obtaining any necessary determinations and/or resolutions of the Flagstar board or Flagstar Compensation Committee and, if appropriate, amending the terms of the Flagstar 2017 Employee Stock Purchase Plan (the “ESPP”)) that may be necessary or required under the ESPP and applicable laws to ensure that (i) except for the three-month offering period under the ESPP that commenced on April 1, 2021 (the “Final Offering”), no offering period shall be authorized or commenced on or after the date of the merger agreement, (ii) the Final Offering shall end on a date no later than the business day immediately preceding the closing date (the earlier of the date the Final Offering ends and the business day immediately preceding the closing date, the “ESPP Termination Date”), (iii) each ESPP participant’s accumulated contributions under the ESPP shall be used to purchase shares of Flagstar common stock in accordance with the ESPP as of the end of the Final Offering, with any remaining contributions returned to the participant (without interest) as soon as administratively practicable thereafter, (iv) the applicable purchase price for shares of Flagstar common stock shall not be decreased below the levels set forth in the ESPP as of the date of the merger agreement and (v) the ESPP shall terminate in its entirety upon the ESPP Termination Date and no further rights shall be granted or exercised under the ESPP thereafter other than in accordance with the preceding clause (iii). The ESPP was terminated on June 30, 2021.

For more information see “The Merger Agreement—Covenants and Agreements—ESPP Matters” beginning on page 117.

U.S. Federal Income Tax Consequences of the Merger (page 127)

The merger and the holdco merger, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Flagstar’s obligation to complete the merger is conditioned on the receipt by Flagstar of an opinion from its counsel to the effect that the merger and the holdco merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code. Additionally, NYCB’s obligation to complete the merger is conditioned on either (i) the receipt of a similar opinion from its counsel or (ii) the merger and the holdco merger, taken together, not reasonably being expected to result in a Material Adverse Tax Consequence (as defined in the merger agreement) to NYCB. Accordingly, assuming the receipt and accuracy of the opinions described in the preceding sentences, a holder who receives solely shares of NYCB common stock (or receives NYCB common stock and cash solely in lieu of a fractional share) in exchange for shares of Flagstar common stock in the merger generally will not recognize any gain or loss upon the merger, except with respect to the cash received in lieu of a fractional share of NYCB common stock.

For more detailed information, please refer to “U.S. Federal Income Tax Consequences of the Merger” beginning on page 127.

The United States federal income tax consequences described above may not apply to all holders of Flagstar common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors (page 34)

The information under this caption of this amended prospectus relates to NYCB’s reasons for entering into the original merger agreement, the recommendation of the board of directors of NYCB to the NYCB stockholders and information considered by NYCB and its board of directors in connection with entering into the original merger agreement and making such recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. References under this caption of this amended prospectus to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

The NYCB board of directors determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and fair to and in the best interests of NYCB and its stockholders and unanimously approved and adopted the merger agreement and the transactions contemplated by the merger agreement. The NYCB board of directors unanimously recommended that NYCB stockholders vote “FOR” a proposal to approve the issuance of NYCB common stock to holders of Flagstar common stock pursuant to the merger agreement (the “NYCB share issuance proposal” and such issuance the “NYCB share issuance”) and “FOR” a proposal to adjourn the NYCB special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there were not sufficient votes to approve the NYCB share issuance proposal, or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus was timely provided to holders of NYCB common stock (the “NYCB adjournment proposal”). For a more detailed discussion of the NYCB board of directors’ recommendation, see “The Merger—NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors” beginning on page 34.

Opinions of NYCB’s Financial Advisors (page 36)

The information under this caption of this amended prospectus relates to information considered by the board of directors of NYCB in its determination to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, and in making its recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. Piper Sandler & Co. (“Piper Sandler”) and

Goldman Sachs & Co. LLC (“Goldman Sachs”) separately provided opinions, each dated April 24, 2021, to NYCB’s board of directors, as to the fairness, from a financial point of view, of the exchange ratio pursuant to the merger to NYCB, as described below under this caption. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions. Any references under this caption of this amended prospectus to the merger agreement, Merger Agreement or Agreement are references to the original merger agreement, as executed by NYCB, Merger Sub and Flagstar on April 24, 2021. Further, any references under this caption of this amended prospectus to current data or other information refer to data or other information that was current in connection with the relevant opinion and any related financial analyses, as described in this section.

Opinion of Piper Sandler & Co. (page 37)

Piper Sandler acted as financial advisor to NYCB’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the April 24, 2021 meeting at which NYCB’s board of directors considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on April 24, 2021, to the effect that, as of such date, the exchange ratio was fair to NYCB from a financial point of view. Piper Sandler’s opinion speaks only as of the date of the opinion. The full text of Piper Sandler’s opinion is attached as Annex C to this amended prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion.

Piper Sandler’s opinion was for the information of, and was directed to, the NYCB board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of NYCB to engage in the merger or enter into the Agreement, nor did Piper Sandler’s opinion constitute a recommendation to the NYCB board of directors in connection with the merger. Piper Sandler’s opinion did not constitute a recommendation to any holder of NYCB common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter. You are urged to read the entire opinion carefully.

For more information, see “The Merger—Opinions of NYCB’s Financial Advisors—Opinion of Piper Sandler & Co.,” beginning on page 37 and Annex C.

Opinion of Goldman Sachs & Co. LLC (page 50)

At a meeting of the NYCB board of directors, Goldman Sachs rendered to the NYCB board of directors its oral opinion, subsequently confirmed in Goldman Sachs’ written opinion dated as of April 24, 2021, to the effect that, as of the date of Goldman Sachs’ written opinion, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the exchange ratio 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 April 24, 2021, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this amended prospectus as Annex D. The summary of the Goldman Sachs opinion contained in this amended prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the NYCB board of directors in connection with its consideration of the proposed merger and the opinion did not constitute a recommendation as to how any holder of shares of NYCB common stock should vote with respect to the proposed merger or any other matter.

For more information, see “The Merger—Opinions of NYCB’s Financial Advisors—Opinion of Goldman Sachs & Co. LLC,” beginning on page 50 and Annex D.

Interests of Certain NYCB Directors and Executive Officers in the Merger (page 88)

The information under this caption of this amended prospectus relates to information considered by NYCB in connection with entering into the original merger agreement and by the board of directors of NYCB in making its recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. The information presented under this caption and in the section entitled “The Merger—Interests of Certain NYCB Directors and Executive Officers in the Merger” beginning on page 88, reflects the interests of NYCB directors and officers in the merger as of August 4, 2021 or as stated below with respect to “The Merger—Interests of Certain NYCB Directors and Executive Officers—Quantification of Potential Payments and Benefits to NYCB’s Named Executive Officers in Connection with the Merger”, each based on the assumptions stated in those sections. Subsequent to the special meeting of NYCB’s stockholders, NYCB continued to take compensation and benefits actions in the ordinary course and as permitted by the merger agreement, including the payment of annual bonuses, the vesting, settlement and grant of equity awards, among other actions that are not represented in this disclosure. References under this caption of this amended prospectus to the transactions contemplated by the merger agreement should be read as referring to the transactions contemplated by the original merger agreement.

The directors and executive officers of NYCB have certain interests in the merger that may be different from, or in addition to, the interests of NYCB’s stockholders generally. These interests include, among others, the following:

•

Mr. Cangemi has entered into a letter agreement with NYCB which provides that following the effective time, Mr. Cangemi will continue to serve as the President and Chief Executive Officer of NYCB but will cease to serve as Chairman of the NYCB board, and provides for specified termination rights and benefits in connection with the merger;

•

pursuant to the terms of the merger agreement, NYCB will take all necessary action to cause the NYCB Employee Stock Ownership Plan, as amended and restated effective January 1, 2012 (the “ESOP”) to be terminated as of not later than the business day prior to the effective time. Subject to the terms of the ESOP and applicable law, upon termination of the ESOP, the accounts of all participants and beneficiaries in the ESOP immediately prior to the effective time will become fully vested as of the effective time of the termination of the ESOP;

•

pursuant to the terms of the merger agreement, NYCB will take all necessary action to cause the Supplemental Benefits Plan of NYCB Bank to be terminated at or immediately prior to the effective time and to pay each participant a lump sum cash amount equal to the benefit to which such participant is entitled pursuant to the terms of such plan; and

•

following the effective time, certain of NYCB’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of NYCB and NYCB Bank.

NYCB’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that NYCB’s stockholders vote to approve the share issuance proposal. For more information, see “The Merger—Background of the Merger” beginning on page 27 and “The Merger—NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors” beginning on page 34. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of Certain NYCB Directors and Executive Officers in the Merger” beginning on page 88. The merger will not constitute a “change in control” for purposes of NYCB’s compensation arrangements.

Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors (page 60)

The information under this caption of this amended prospectus relates to Flagstar’s reasons for entering into the original merger agreement, the recommendation of the board of directors of Flagstar to the Flagstar shareholders

and information considered by Flagstar and its board of directors in connection with entering into the original merger agreement and making such recommendation to the Flagstar shareholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. References under this caption of this amended prospectus to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

After careful consideration, the Flagstar board of directors, by action by unanimous written consent dated as of April 24, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are advisable and in the best interests of Flagstar and its shareholders, and (ii) adopted the merger agreement and the consummation of the transactions contemplated thereby. Accordingly, the Flagstar board unanimously recommended that the Flagstar common shareholders vote “FOR” a proposal to approve the merger agreement (the “Flagstar merger proposal”), “FOR” a proposal to approve, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of Flagstar in connection with the transactions contemplated by the merger agreement (the “Flagstar compensation proposal”) and “FOR” a proposal to adjourn the Flagstar special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there were not sufficient votes to approve the Flagstar merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus was timely provided to Flagstar shareholders (the “Flagstar adjournment proposal”). For a more detailed discussion of the Flagstar board of directors’ recommendation, see “The Merger—Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors” beginning on page 60.

Opinions of Flagstar’s Financial Advisors (page 63)

The information under this caption of this amended prospectus relates to information considered by Flagstar in connection with entering into the original merger agreement and by the board of directors of Flagstar in making its recommendation to the Flagstar shareholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus.

Morgan Stanley & Co. LLC (“Morgan Stanley”) and Jefferies LLC (“Jefferies”) separately provided financial opinions, each dated April 24, 2021, to Flagstar’s board of directors. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions. Any references under this caption of the amended prospectus to the merger agreement, Merger Agreement or Agreement are references to the original merger agreement, as executed by NYCB, Merger Sub and Flagstar on April 24, 2021. Further, any references under this caption of the amended prospectus to current data or other information refer to data or other information that was current in connection with the relevant opinion and any related financial analyses, as described in this section.

Opinion of Morgan Stanley & Co. LLC (page 63)

Flagstar retained Morgan Stanley to provide it with financial advisory services in connection with a possible merger with NYCB, and, if requested by Flagstar, a financial opinion with respect thereto. Flagstar selected Morgan Stanley to act as one of its financial advisors based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and affairs of Flagstar. In connection with the merger, Morgan Stanley rendered to the Flagstar board of directors at its special meeting on April 24, 2021, its oral opinion, subsequently confirmed by delivery of a written opinion dated April 24, 2021, that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to holders of shares of Flagstar

common stock (other than shares owned by Flagstar or NYCB (in each case other than shares of Flagstar common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Flagstar or NYCB in respect of debts previously contracted) (collectively, “excluded shares”)).

The full text of the written opinion of Morgan Stanley, dated April 24, 2021, is attached as Annex E to this amended prospectus. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. You are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the Flagstar board of directors and addresses only the fairness, from a financial point of view, to holders of shares of Flagstar common stock (other than holders of the excluded shares) of the exchange ratio pursuant to the merger agreement as of the date of the opinion. Morgan Stanley’s opinion does not address any other aspect of the transactions contemplated by the merger agreement and did not constitute a recommendation to shareholders of Flagstar or stockholders of NYCB as to how to vote at any shareholders meetings held with respect to the merger or any other matter or whether to take any other action with respect to the merger. The summary of Morgan Stanley’s opinion set forth in this amended prospectus is qualified in its entirety by reference to the full text of the opinion. In addition, the opinion does not in any manner address the price at which NYCB common stock will trade following the consummation of the merger or at any time.

For more information, see “The Merger—Opinions of Flagstar’s Financial Advisors—Opinion of Morgan Stanley & Co. LLC” beginning on page 63 and Annex E to this amended prospectus.

Opinion of Jefferies LLC (page 75)

At a meeting of the Flagstar board of directors held on April 24, 2021 to evaluate the merger, Jefferies rendered an oral opinion, confirmed by delivery of a written opinion dated April 24, 2021, to the Flagstar board of directors to the effect that, as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in its opinion, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to holders of Flagstar common stock (other than holders of the excluded shares).

Jefferies’ opinion was provided for the use and benefit of the Flagstar board of directors (in its capacity as such) in its evaluation of the exchange ratio from a financial point of view and did not address any other aspect of the merger or any other matter. Jefferies’ opinion did not address the relative merits of the merger or other transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to Flagstar, nor did it address the underlying business decision by Flagstar to engage in the merger. Jefferies’ opinion did not constitute a recommendation as to how the Flagstar board of directors, and did not constitute a recommendation as to how any securityholder, should vote or act with respect to the merger or any other matter.

For more information, see “The Merger—Opinions of Flagstar’s Financial Advisors—Opinion of Jefferies LLC” beginning on page 75 and Annex F to this amended prospectus.

Interests of Certain Flagstar Directors and Executive Officers in the Merger (page 91)

Interests of Certain Flagstar Directors and Executive Officers in the Merger” beginning on page 91, reflects the interests of certain Flagstar directors and officers in the merger as of August 4, 2021 or as stated below with respect to “The Merger—Interests of Certain Flagstar Directors and Executive Officers—Quantification of Potential Payments and Benefits to Flagstar’s Named Executive Officers in Connection with the Merger”, each based on the assumptions stated in those sections. Subsequent to the special meeting of Flagstar’s shareholders, Flagstar continued to take compensation and benefits actions in the ordinary course and as permitted by the merger agreement, including the payment of annual bonuses, the vesting, settlement and grant of equity awards, among other actions that are not represented in this disclosure. References under this caption of this amended prospectus to the transactions contemplated by the merger agreement should be read as referring to the transactions contemplated by the original merger agreement.

The directors and executive officers of Flagstar have certain interests in the merger that may be different from, or in addition to, the interests of Flagstar’s shareholders generally. These interests include, among others, the following:

•

Flagstar equity awards (with the exception of Flagstar restricted shares held by its non-employee directors (each, a “Flagstar director restricted share”) and Flagstar PSUs for which the applicable performance period is complete) will be converted into equity awards of NYCB based on the exchange ratio (with the number of shares underlying Flagstar PSUs granted in 2020 set at 150% of the target level and for Flagstar PSUs granted in 2021 and thereafter, set at the target level of performance). Except as specifically provided in the merger agreement, following the closing of the merger (the “closing” or the “effective time”), each converted Flagstar equity award will continue to be governed by the same terms and conditions as were applicable to such awards immediately prior to the effective time, provided that any “change in control” post-termination protections applicable to such awards will be extended to apply until 18 months after the effective time. See “The Merger Agreement—Treatment of Flagstar Equity Awards” beginning on page 92;

•

each Flagstar director restricted share will be converted based on the exchange ratio into the right to receive the merger consideration;

•

certain Flagstar executive officers (including two of its named executive officers) are party to change in control agreements with Flagstar (the “change in control agreements”) that provide for certain severance benefits if the executive officer’s employment is terminated by Flagstar without cause or if the executive officer resigns employment for good reason, in each case, during the period beginning three months prior to and ending 12 months after a change in control, which includes the closing of the merger;

•

Mr. DiNello has entered into a non-competition and non-solicitation agreement with Flagstar (the “restrictive covenants agreement”), which provides for a lump-sum payment to be made within ten days after the closing, subject to continued compliance with certain non-competition and non-solicitation of customers, suppliers and employees covenants;

•

three Flagstar executive officers (including two named executive officers) have entered into new employment agreements (including an offer letter) with NYCB, effective upon the closing, which provide for one-time retention bonus awards to certain individuals and in all cases, severance entitlements effective upon an involuntary termination of employment or resignation for good reason. See “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger—NYCB Employment Agreements” beginning on page 95 and “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger—NYCB Offer Letter” beginning on page 96;

•

pursuant to the terms of the merger agreement and the confidential disclosure schedules, during the period commencing at the effective time and ending on the later of the first anniversary of the effective time and December 31, 2022, any continuing employee of Flagstar, including each executive officer, whose employment is involuntarily terminated or, if applicable, terminated due to a resignation for

good reason, will be entitled to receive severance benefits, as follows: (i) with respect to participants in the Flagstar severance plan, effective as of January 18, 2017, benefits set forth in the Flagstar severance plan and (ii) with respect to any continuing employee that is party to a change in control agreement that has not been replaced or superseded as of the effective time, the benefits set forth in such change in control agreement;

•

one of Flagstar’s named executive officers, Stephen Figliuolo, entered into a consulting agreement with NYCB effective as of closing, that provides for annual consulting fees for services to NYCB over the one-year period after the closing;

•

pursuant to the terms of the merger agreement and the confidential disclosure schedules, the Flagstar Compensation Committee may determine that payment of annual cash incentives to Flagstar employees, including its executive officers, with respect to 2021 shall be subject to accelerated vesting and payment upon a participant’s termination of employment without cause, for good reason or due to death or disability, in each case, after the closing of the merger, if such closing occurs prior to the date that 2021 annual cash bonuses are paid in the ordinary course;

•

pursuant to the terms of the merger agreement, Flagstar’s directors and executive officers are entitled to continued indemnification and insurance coverage. See “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger—Indemnification; Directors’ and Officers’ Insurance” beginning on page 97; and

•

at the effective time, certain of Flagstar’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of NYCB and NYCB Bank, and certain of Flagstar’s directors will be invited to serve as members of an advisory board. See “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger—Membership of the Boards of Directors of NYCB and NYCB Bank” beginning on page 97.

Flagstar’s board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Flagstar’s shareholders vote to approve the merger proposal. For more information, see “The Merger—Background of the Merger” beginning on page 27 and “The Merger—Flagstar’s Reasons for the Merger; Recommendation of Flagstar’s Board of Directors” beginning on page 60. These interests are described in more detail below, and certain of them are quantified in the narrative and in the section entitled “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger” beginning on page 91.

Governance of NYCB After the Merger (page 100)

Prior to the effective time, the NYCB board of directors will take all actions necessary to adopt amendments to the amended and restated bylaws of NYCB (the “NYCB Bylaws”) set forth in Exhibit B to the original merger agreement regarding governance matters (such amendment, the “NYCB bylaws amendment”). Effective as of the effective time of the holdco merger, and in accordance with the NYCB bylaws amendment, the number of directors that will comprise the full board of directors of each of NYCB and of NYCB Bank will each be 12, of which (i) eight will be directors of NYCB immediately prior to the effective time, which will include the Chief Executive Officer of NYCB immediately prior to the effective time, Robert Wann, a current director and Chief Operating Officer of NYCB, Hanif Dahya, a current director of NYCB who will serve as the Presiding Director, and such other directors as determined by NYCB and (ii) four will be directors of Flagstar immediately prior to the effective time (the “Flagstar designated directors”), which will include the Chief Executive Officer of Flagstar immediately prior to the effective time, who will serve as the Non-Executive Chairman of the NYCB board of directors and the NYCB Bank board of directors, David Treadwell, a current director of Flagstar who will serve as the chairman of the risk assessment committee of the NYCB board of directors, and such other directors of Flagstar immediately prior to the effective time as mutually agreed to by Flagstar and NYCB, who will be independent of NYCB in accordance with applicable stock exchange standards.

At the effective time, NYCB will invite all directors of Flagstar immediately prior to the effective time, other than the Flagstar designated directors, to become members of an advisory board of NYCB (the “advisory board”), and will cause all such individuals who accept such invitation to be elected or appointed for a two-year term as members of the advisory board. Such members of the advisory board will serve on the advisory board until the second anniversary of the closing date or until their respective earlier death or resignation, during which period such members will each receive quarterly compensation of $10,000 per quarter served.

Regulatory Approvals (page 101)

Subject to the terms of the merger agreement, NYCB and Flagstar have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (and in the case of the applications, notices, petitions and filings in respect of the requisite regulatory approvals (as defined in “The Merger—Regulatory Approvals”), use their reasonable best efforts to make such filings by May 16, 2022), to obtain as promptly as practicable all permits, consents, approvals and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities. Pursuant to the original merger agreement, these approvals included, among others, the approval of (i) the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), (ii) the Federal Deposit Insurance Corporation (the “FDIC”), (iii) the New York State Department of Financial Services (“NYDFS”), (iv) Ginnie Mae, Fannie Mae, Freddie Mac, the Federal Housing Authority of the U.S. Department of Housing and Urban Development, the United States Department of Agriculture and the United States Department of Veterans Affairs (collectively, the “Mortgage Agencies”) with respect to mortgage banking and mortgage servicing activities of Flagstar and certain subsidiaries of Flagstar and (v) the Texas Department of Insurance and the Vermont Department of Financial Regulation with respect to the change of control of certain Flagstar subsidiaries that hold licenses to engage in certain insurance activities. The initial submission of regulatory applications to the Federal Reserve Board, FDIC and NYDFS occurred on May 19, 2021, and the initial regulatory submissions with the Mortgage Agencies had been made as of June 11, 2021, the date of the initial filing of the registration statement on Form S-4 of which this amended prospectus forms a part.

Pursuant to the amendments to the merger agreement effected by the merger agreement amendment, the approvals of the FDIC and the NYDFS are no longer required to consummate the transactions contemplated by the merger agreement. The requirement to obtain these approvals has been replaced, pursuant to the merger agreement amendment, with the approval of the Office of the Comptroller of the Currency (the “OCC”), which is required to consummate the transactions contemplated by the merger agreement. The merger agreement amendment made no other changes to the approvals required to consummate the transactions contemplated by the merger agreement, including those described in the previous paragraph. The initial submission of regulatory applications to the OCC occurred on May 10, 2022.

Although neither NYCB nor Flagstar knows of any reason why it cannot obtain the regulatory approvals required to consummate the transactions contemplated by the merger agreement in a timely manner, NYCB and Flagstar cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger, the holdco merger, the conversion or the bank merger.

Expected Timing of the Merger

The transaction is expected to close as soon as practicable, subject to the satisfaction of customary closing conditions, including the requisite approvals by the stockholders of NYCB and the shareholders of Flagstar, which have already been obtained, and the receipt of the requisite regulatory approvals. However, neither NYCB nor Flagstar can predict the actual date on which the merger will be completed, or if the merger will be

completed at all, because completion of the merger is subject to the satisfaction or waiver of conditions and factors outside the control of both NYCB and Flagstar. NYCB and Flagstar must obtain the approvals required under the merger agreement and satisfy certain other customary closing conditions. NYCB and Flagstar expect the merger to be completed promptly once NYCB and Flagstar have obtained the approvals required under the merger agreement, and have satisfied certain other closing conditions.

Conditions to Complete the Merger (page 122)

As more fully described in this amended prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

•

the requisite NYCB vote and the requisite Flagstar vote, which were obtained at the NYCB special meeting and Flagstar special meeting, respectively, on August 4, 2021. See “The Merger Agreement—Meetings; Recommendation of NYCB’s and Flagstar Boards of Directors” beginning on page 120 for additional information regarding the “requisite NYCB vote” and the “requisite Flagstar vote”;

•

the authorization for listing on the NYSE, subject to official notice of issuance, of the NYCB common stock to be issued in the merger;

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all requisite regulatory approvals having been obtained and remaining in full force and effect, without the imposition of any materially burdensome regulatory condition. See “The Merger—Regulatory Approvals” beginning on page 101 for additional information regarding the “requisite regulatory approvals” and the “materially burdensome regulatory condition”;

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the effectiveness of the registration statement of which this amended prospectus is a part, and the absence of any stop order (or proceedings for such purpose initiated or threatened and not withdrawn);

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no order, injunction, decree or other legal restraint prohibiting the consummation of the merger, the holdco merger or the bank merger issued by any governmental entity being in effect, and no law, statute, rule or regulation having been enacted, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the holdco merger or the bank merger;

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the accuracy of the representations and warranties of the other party contained in the merger agreement as of the date on which the merger agreement was entered into and as of the date on which the merger is completed, subject to the materiality standards provided in the merger agreement (and the receipt by each party of an officers’ certificate from the other party to such effect);

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the performance by the other party in all material respects of all obligations, covenants and agreements required to be performed by it under the merger agreement at or prior to the date on which the merger is completed (and the receipt by each party of an officers’ certificate from the other party to such effect); and

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(i) with respect to Flagstar’s obligation to complete the merger, the receipt by Flagstar of an opinion of legal counsel to the effect that on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger and the holdco merger, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) with respect to NYCB’s obligation to complete the merger, either (A) the receipt by NYCB by a similar opinion of its legal counsel or (B) the merger and the holdco merger, taken together, are not reasonably expected to result in Material Adverse Tax Consequences (as defined in the merger agreement) to NYCB.

Termination of the Merger Agreement (page 123)

The merger agreement can be terminated at any time prior to completion of the merger, whether before or after the receipt of the requisite Flagstar vote or the requisite NYCB vote, in the following circumstances:

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by mutual written consent of NYCB and Flagstar;

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by either NYCB or Flagstar if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger, the holdco merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the merger, the holdco merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

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by either NYCB or Flagstar if the merger has not been completed on or before October 31, 2022 (the “termination date”), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements under the merger agreement;

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by either NYCB or Flagstar (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Flagstar, in the case of a termination by NYCB, or NYCB or Merger Sub, in the case of a termination by Flagstar, which either individually or in the aggregate would constitute, if occurring or continuing on the closing date, the failure of a closing condition of the terminating party and which is not cured within 45 days following written notice to the party committing such breach, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

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by Flagstar prior to such time that the requisite NYCB vote was obtained, if (i) NYCB or the NYCB board of directors had made a recommendation change or (ii) NYCB or the NYCB board of directors breached in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to stockholder approval and the NYCB board recommendation, see “The Merger Agreement—Meetings; Recommendation of NYCB’s and Flagstar’s Boards of Directors” beginning on page 120 for additional information regarding the “recommendation change”; or

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by NYCB prior to such time that the requisite Flagstar vote was obtained, if (i) Flagstar or the Flagstar board of directors had made a recommendation change or (ii) Flagstar or the Flagstar board of directors breached in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the Flagstar board recommendation.

Neither NYCB nor Flagstar is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of NYCB common stock or Flagstar common stock.

Termination Fee (page 124)

If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of NYCB’s or Flagstar’s respective boards, NYCB or Flagstar may be required to pay a termination fee to the other equal to $90 million.

Accounting Treatment (page 101)

The merger will be accounted for as an acquisition of Flagstar by NYCB under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States (“GAAP”).

The Rights of Flagstar Shareholders Will Change as a Result of the Merger

The rights of Flagstar shareholders are governed by Michigan law and the second amended and restated articles of incorporation of Flagstar (the “Flagstar articles of incorporation”) and the sixth amended and restated bylaws

of Flagstar (the “Flagstar bylaws”). In the merger, Flagstar shareholders will become NYCB stockholders, and their rights will be governed by Delaware law and the amended and restated certificate of incorporation of NYCB, as amended (the “NYCB certificate of incorporation”), and the NYCB bylaws, as amended by the NYCB bylaws amendment attached to the original merger agreement as Exhibit B. Flagstar shareholders will have different rights once they become NYCB stockholders due to differences between the Flagstar governing documents and Michigan law, on the one hand, and the NYCB governing documents and Delaware law, on the other hand. These differences are described in more detail under the section entitled “Comparison of the Rights of NYCB Stockholders and Flagstar Shareholders” beginning on page 139.

Delisting and Deregistration of Flagstar Common Stock

Following the merger, Flagstar common stock will be delisted from NYSE and deregistered under the Exchange Act. Following the merger, shares of NYCB common stock will continue to be traded on the NYSE.

The NYCB Stockholder Approval (page 101)

On June 25, 2021, NYCB filed the joint proxy statement/prospectus with the SEC and, shortly thereafter, NYCB began to mail the joint proxy statement/prospectus statement to its stockholders as of the close of business on June 18, 2021, the record date for the determination of NYCB stockholders entitled to vote at the NYCB special meeting.

The NYCB special meeting was held on August 4, 2021, virtually via webcast, pursuant to notice duly given. At the close of business on June 18, 2021, the record date for the determination of NYCB stockholders entitled to vote at the NYCB special meeting, there were 465,060,525 shares of NYCB common stock, each share being entitled to vote, constituting all of the outstanding voting securities of NYCB. At the NYCB special meeting, the holders of 332,064,008 shares of NYCB’s common stock were represented in person or by proxy constituting a quorum. NYCB’s stockholders approved the NYCB share issuance proposal, with 326,306,527 shares voted for, 3,944,884 shares voted against and 1,812,597 abstentions. There were zero broker non-votes on the NYCB share issuance proposal. A vote on the NYCB adjournment proposal was not taken. The NYCB adjournment proposal was withdrawn as there were sufficient votes to approve the NYCB share issuance proposal.

The Flagstar Shareholder Approval (page 101)

On June 25, 2021, Flagstar filed the joint proxy statement/prospectus with the SEC and, shortly thereafter, Flagstar began to mail the joint proxy statement/prospectus statement to its shareholders as of the close of business on June 18, 2021, the record date for the determination of Flagstar shareholders entitled to vote at the Flagstar special meeting.

The Flagstar special meeting was held on August 4, 2021, virtually via webcast, pursuant to notice duly given. At the close of business on June 18, 2021, the record date for the determination of shareholders entitled to vote at the Flagstar special meeting, there were 52,791,585 shares of Flagstar common stock, each share being entitled to vote, constituting all of the outstanding voting securities of Flagstar. At the Flagstar special meeting, the holders of 42,625,395 shares of Flagstar’s common stock were represented in person or by proxy constituting a quorum. Flagstar’s shareholders approved the Flagstar merger proposal, with 41,750,314 shares voted for, 806,901 shares voted against and 68,180 abstentions. Flagstar’s shareholders did not approve the Flagstar compensation proposal, with 7,861,619 shares voted for, 34,640,416 shares voted against and 123,360 abstentions. Flagstar’s shareholders approved the Flagstar adjournment proposal, with 38,572,288 shares voted for, 3,978,712 shares voted against and 74,395 abstentions. There were zero broker non-votes on any of the Flagstar merger proposal, Flagstar compensation proposal or Flagstar adjournment proposal.

Appraisal or Dissenters’ Rights in the Merger (page 104)

NYCB stockholders are not entitled to appraisal rights under the Delaware General Corporation Law (the “DGCL”) and Flagstar shareholders are not entitled to dissenters’ rights under the Michigan Business Corporation Act (the “MBCA”). For more information, see “The Merger—Appraisal or Dissenters’ Rights in the Merger” beginning on page 104.

Litigation Relating to the Merger (page 105)

Between June 14, 2021 and July 26, 2021, eight putative shareholders of Flagstar or stockholders of NYCB filed litigation related to the transaction. The complaints named as defendants one or more of Flagstar, NYCB and the members of the companies’ board of directors. Each complaint alleged, among other things, that the joint proxy statement/prospectus filed with the SEC on June 25, 2021 was materially incomplete and misleading in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. On July 30, 2021, Flagstar and NYCB issued additional disclosures concerning the proposed merger. Thereafter, six of the eight lawsuits were dismissed voluntarily. Two actions, Raul v. New York Community Bancorp, Inc. et al., No. 21-cv-5562, which is brought against NYCB and its board of directors, and Karp v. New York Community Bancorp, Inc. et al., No. 21-cv-5505, which is brought against the same defendants as well as Flagstar and Merger Sub, remain pending, but no defendant in either case ever was served, and those plaintiff have taken no steps to pursue the litigation.

Additional lawsuits arising out of the merger may be filed in the future. There can be no assurance that any of the defendants will be successful in the outcome of any pending or any potential future lawsuits. NYCB and Flagstar intend to defend vigorously against the pending lawsuits described above and any other future lawsuits challenging the merger.

Risk Factors (page 19)

The issuance by NYCB of shares of NYCB common stock to Flagstar shareholders pursuant to the merger agreement involves certain risks. You should carefully read this amended prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 19.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this amended prospectus (including in the documents attached as annexes to this amended prospectus) or incorporated by reference into this amended prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on current expectations, estimates and projections about, among other things, NYCB’s and Flagstar’s businesses, beliefs of NYCB’s and Flagstar’s management and assumptions made by NYCB’s and Flagstar’s management. Any statement that does not describe historical or current facts is a forward-looking statement, including statements regarding the expected timing, completion and effects of the proposed transactions and NYCB’s and Flagstar’s expected financial results, prospects, targets, goals and outlook. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “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. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.

Future Factors include, among others:

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the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement;

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the outcome of any legal proceedings that may be instituted against NYCB or Flagstar;

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the possibility that the proposed combination will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated;

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the ability of NYCB and Flagstar to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction;

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the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination;

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the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where NYCB and Flagstar do business;

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certain restrictions during the pendency of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions;

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the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

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diversion of management’s attention from ongoing business operations and opportunities;

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potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction;

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NYCB’s and Flagstar’s success in executing their respective business plans and strategies and managing the risks involved in the foregoing;

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the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all and to successfully integrate

Flagstar’s operations and those of NYCB, and that such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected;

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the dilution caused by NYCB’s issuance of additional shares of its capital stock in connection with the proposed transaction; and

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other factors that may affect future results of NYCB and Flagstar.

These are representative of the Future Factors that could affect the outcome of the forward-looking statements. In addition, such statements could be affected by general industry and market conditions and growth rates, general economic and political conditions, either nationally or in the states in which NYCB, Flagstar or their respective subsidiaries do business, including interest rate and currency exchange rate fluctuations, changes and trends in the securities markets, and other Future Factors.

For any forward-looking statements made in this amended prospectus or in any documents incorporated by reference into this amended prospectus, NYCB and Flagstar claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this amended prospectus or the dates of the documents incorporated by reference into this amended prospectus. Except as required by applicable law, neither NYCB nor Flagstar undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that NYCB and Flagstar have filed with the SEC as described under “Where You Can Find More Information” beginning on page 155.

We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this amended prospectus.

RISK FACTORS

You should carefully consider the risks described below and all of the information contained in and incorporated by reference into this amended prospectus. In particular, you should carefully consider the matters discussed under “Risk Factors” in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021 and Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this amended prospectus. The risks described below or in documents incorporated by reference herein also include forward-looking statements, and NYCB’s and Flagstar’s actual results, as applicable, may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Relating to the Consummation of the Merger and NYCB Following the Merger

Because the market price of NYCB common stock may fluctuate, Flagstar shareholders cannot be certain of the market value of the merger consideration they will receive.

In the merger, each share of Flagstar common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by NYCB or Flagstar (subject to certain exceptions), will be converted into 4.0151 shares of NYCB common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either NYCB common stock or Flagstar common stock. Changes in the price of NYCB common stock between now and the time of the merger will affect the value that Flagstar shareholders will receive in the merger. Neither NYCB nor Flagstar is permitted to terminate the merger agreement as a result of any increase or decrease in the market price of NYCB common stock or Flagstar common stock.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Flagstar’s and NYCB’s businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, including market prices of Flagstar, NYCB and other banking companies, the effects of the COVID-19 pandemic and regulatory considerations, many of which are beyond Flagstar’s and NYCB’s control. You should obtain current market quotations for shares of NYCB common stock and for shares of Flagstar common stock.

The market price of NYCB common stock after the merger may be affected by factors different from those currently affecting the market price of shares of Flagstar common stock or NYCB common stock.

In the merger, Flagstar shareholders will become NYCB stockholders. NYCB’s business differs from that of Flagstar. NYCB is a leading producer of multi-family loans in New York City, with an emphasis on non-luxury residential apartment buildings with rent-regulated units that feature below-market rents, while Flagstar is the seventh largest bank mortgage originator in the nation and the fifth largest subservicer of mortgage loans nationwide. Accordingly, the results of operations of NYCB and the market price of NYCB common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of NYCB and Flagstar. For a discussion of the businesses of NYCB and Flagstar and of certain factors to consider in connection with those businesses, see the documents regarding NYCB and Flagstar incorporated by reference into this amended prospectus and referred to under “Where You Can Find More Information” beginning on page 155.

The opinions delivered by Piper Sandler and Goldman Sachs to NYCB’s board of directors and the opinions delivered by Morgan Stanley and Jefferies to Flagstar’s board of directors, respectively, prior to the entry into the merger agreement will not reflect changes in circumstances that may have occurred since the dates of the opinions.

The respective oral opinions from Piper Sandler and Goldman Sachs, which are NYCB’s financial advisors, were rendered to NYCB’s board of directors, and the respective oral opinions from Morgan Stanley and Jefferies,

which are Flagstar’s financial advisors, were rendered to Flagstar’s board of directors and subsequently confirmed by delivery of their respective written opinions dated April 24, 2021. Changes in the operations and prospects of NYCB or Flagstar, general market and economic conditions and other factors which may be beyond the control of NYCB and Flagstar, including the ongoing effects of the COVID-19 pandemic on such market and economic conditions, and the market prices of NYCB and Flagstar, may have altered the value of NYCB or Flagstar or the prices of shares of NYCB common stock and shares of Flagstar common stock as of the date of this amended prospectus, or may alter such values and prices by the time the merger is completed. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions.

Combining NYCB and Flagstar may be more difficult, costly or time-consuming than expected, and NYCB and Flagstar may fail to realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of NYCB and Flagstar. To realize the anticipated benefits and cost savings from the merger, NYCB and Flagstar must integrate and combine their businesses in a manner that permits those cost savings to be realized, without adversely affecting current revenues and future growth. If NYCB and Flagstar are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the merger could be less than anticipated, and integration may result in additional and unforeseen expenses.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of NYCB following the completion of the merger, which may adversely affect the value of the common stock of NYCB following the completion of the merger.

NYCB and Flagstar have operated and, until the completion of the merger, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of NYCB and Flagstar during this transition period and on NYCB for an undetermined period after completion of the merger.

Litigation related to the merger has been filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors, and additional litigation may be filed against Flagstar, the Flagstar board of directors, NYCB and the NYCB board of directors in the future. Some litigation related to the merger has been voluntarily dismissed, however, the outcome of any pending litigation or additional litigation that may be filed is uncertain. If any plaintiff were successful in obtaining an injunction prohibiting NYCB or Flagstar from completing the merger, the holdco merger, the conversion, the bank merger or any of the other transactions contemplated by the merger agreement, then such injunction may delay or prevent the effectiveness of the merger and could result in significant costs to NYCB and/or Flagstar, including costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Further, such lawsuits and the defense or settlement of any such lawsuits may have an adverse effect on the financial condition and results of operations of NYCB and Flagstar.

NYCB may be unable to retain NYCB and/or Flagstar personnel successfully after the merger is completed.

The success of the merger will depend in part on NYCB’s ability to retain the talents and dedication of key employees currently employed by NYCB and Flagstar. It is possible that these employees may decide not to remain with NYCB or Flagstar, as applicable, while the merger is pending or with NYCB after the merger is completed. If NYCB and Flagstar are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, NYCB and Flagstar could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, NYCB’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating NYCB and Flagstar to hiring suitable replacements, all of which may cause NYCB’s business to suffer. In addition, NYCB and Flagstar may not be able to locate or retain suitable replacements for any key employees who leave either company.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on NYCB following the merger.

Before the transactions contemplated by the merger agreement may be completed, approvals, consents and non-objections must be obtained by NYCB and Flagstar from the Federal Reserve Board, the OCC, certain mortgage agencies, and, with respect to Flagstar Bank, NA’s establishment and operation of branches and other offices in connection with the conversion and bank merger, any state bank regulatory authority, and other regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals” beginning on page 101. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing or in any other factors considered by regulators when granting such approvals, including factors not known as of the date of this amended prospectus and factors that may arise in the future; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. The Federal Reserve Board has stated that if material weaknesses are identified by examiners before a banking organization applies to engage in expansionary activity, the Federal Reserve Board will expect the banking organization to resolve all such weaknesses before applying for such expansionary activity. The Federal Reserve Board has also stated that if issues arise during the processing of an application for expansionary activity, it will expect the applicant banking organization to withdraw its application pending resolution of any supervisory concerns.

The merger agreement amendment provides that approvals of the FDIC and the NYDFS, which were required to be obtained under the original merger agreement, are no longer necessary or conditions to consummate the transactions contemplated by the merger agreement, replacing such approvals with the approval of the OCC. The initial submission of applications by Flagstar Bank, FSB to the OCC occurred on May 10, 2022, and the transactions contemplated by the merger agreement cannot be consummated until OCC approvals are obtained. The merger and other recent transactions comparable to the merger have encountered abnormally lengthy delays, and the transactions contemplated by the merger agreement have been pending for over a year, and may continue to be.

The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of NYCB’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of NYCB following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger

is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulators, under the terms of the merger agreement, NYCB will not be required, and Flagstar will not be permitted without NYCB’s prior written consent, to take actions or agree to conditions in connection with obtaining the foregoing permits, consents, approvals and authorizations of governmental entities that would reasonably be expected to have a material adverse effect on NYCB and its subsidiaries, taken as a whole, after giving effect to the merger. See “The Merger—Regulatory Approvals” beginning on page 101.

The unaudited pro forma condensed combined financial information included in this amended prospectus is preliminary and the actual purchase price as well as the actual financial condition and results of operations of NYCB after the merger may differ materially.

The unaudited pro forma condensed combined financial information in this amended prospectus is presented for illustrative purposes only and is not necessarily indicative of what NYCB’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Flagstar identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Flagstar as of the date of the completion of the merger. Accordingly, the actual purchase price may vary significantly from the purchase price used in preparing the unaudited pro forma condensed combined financial information in this document. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 130.

Certain of NYCB’s directors and executive officers may have interests in the merger that may differ from the interests of NYCB stockholders.

NYCB stockholders should be aware that some of NYCB’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of NYCB stockholders. These interests and arrangements may create potential conflicts of interest. The NYCB board of directors was aware of these respective interests and considered these interests, among other matters, when making its decisions to approve the merger agreement, and in recommending that NYCB stockholders vote for the approval of the NYCB share issuance proposal. For a more complete description of these interests, please see “The Merger—Interests of Certain NYCB Directors and Executive Officers in the Merger” beginning on page 88.

Certain of Flagstar’s directors and executive officers may have interests in the merger that may differ from the interests of Flagstar shareholders.

Flagstar shareholders should be aware that some of Flagstar’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of Flagstar shareholders. These interests and arrangements may create potential conflicts of interest. The Flagstar board of directors was aware of these respective interests and considered these interests, among other matters, when making its decisions to approve the merger agreement, and in recommending that Flagstar shareholders vote to approve the merger agreement. For a more complete description of these interests, please see “The Merger—Interests of Certain Flagstar Directors and Executive Officers in the Merger” beginning on page 91.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: (1) approval by Flagstar shareholders of the Flagstar merger proposal and the

approval by NYCB’s stockholders of the NYCB share issuance proposal, which approvals were obtained at the Flagstar special meeting and the NYCB special meeting, respectively; (2) authorization for listing on the NYSE of the shares of NYCB common stock; (3) the receipt of the requisite regulatory approvals, including the approval of the Federal Reserve Board, the OCC, certain mortgage agencies, and, with respect to Flagstar Bank, NA’s establishment and operation of branches and other offices in connection with the conversion and bank merger, any state bank regulatory authority, and other regulatory authorities, and no such requisite regulatory approval will have resulted in the imposition of any materially burdensome regulatory condition (as defined in the merger agreement); (4) effectiveness of the registration statement on Form S-4 of which this amended prospectus forms a part and no proceedings for such purpose will have been initiated or threatened by the SEC and not withdrawn; and (5) the absence of any order, injunction, decree or other legal restraint prohibiting the consummation of the merger, the holdco merger or the bank merger issued by any governmental entity being in effect, and no law, statute, rule or regulation having been enacted, promulgated or enforced by any governmental entity which prohibits or makes illegal the consummation of the merger, the holdco merger or the bank merger. Each of Flagstar’s or NYCB’s obligation to complete the merger is also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) the performance in all material respects by the other party of its obligations under the merger agreement and (c) in the case of Flagstar’s obligation to complete the merger, receipt by Flagstar of an opinion from its counsel to the effect that the merger and the holdco merger, taken together, will qualify as a reorganization within the meaning of Section 368(a) of the Code and (d) in the case of NYCB’s obligation to complete the merger, either (i) the receipt of a similar opinion from its counsel, or (ii) the merger and holdco merger, taken together, reasonably being expected to result in a Material Adverse Tax Consequence (as defined in the merger agreement) to NYCB.

These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, or NYCB or Flagstar may elect to terminate the merger agreement in certain other circumstances. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 123.

Failure to complete the merger could negatively impact NYCB or Flagstar.

If the merger is not completed for any reason, there may be various adverse consequences and NYCB and/or Flagstar may experience negative reactions from the financial markets and from their respective customers and employees. For example, NYCB’s or Flagstar’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of NYCB common stock or Flagstar common stock could decline to the extent that current market prices reflect a market assumption that the merger will be beneficial and will be completed. NYCB and/or Flagstar also could be subject to litigation related to any failure to complete the merger or to proceedings commenced against NYCB or Flagstar to perform their respective obligations under the merger agreement. If the merger agreement is terminated under certain circumstances, either NYCB or Flagstar may be required to pay a termination fee of $90 million to the other party.

Additionally, each of NYCB and Flagstar has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of preparing, filing, printing and mailing the joint proxy statement/prospectus and preparing and filing this amended prospectus, and all filing and other fees paid in connection with the merger. If the merger is not completed, NYCB and Flagstar would have to pay these expenses without realizing the expected benefits of the merger.

NYCB and Flagstar will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on NYCB and Flagstar. These uncertainties may impair NYCB’s or Flagstar’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with NYCB or Flagstar to seek to change existing business relationships with NYCB or Flagstar. In addition, subject to certain exceptions, Flagstar has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its business without NYCB’s consent, and Flagstar and NYCB have agreed to refrain from taking certain actions that may adversely affect their respective ability to consummate the merger on a timely basis without the other’s consent. These restrictions may prevent NYCB and/or Flagstar from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements” beginning on page 111 for a description of the restrictive covenants applicable to NYCB and Flagstar.

The merger agreement limits Flagstar’s and NYCB’s respective abilities to pursue alternatives to the merger and may discourage other companies from trying to acquire Flagstar or NYCB.

The merger agreement contains “no shop” covenants that restrict each of NYCB’s and Flagstar’s ability to, directly or indirectly, among other things, initiate, solicit, knowingly encourage or knowingly facilitate, inquiries or proposals with respect to, or, subject to certain exceptions generally related to the exercise of fiduciary duties by each respective board of directors, engage in any negotiations concerning, or provide any confidential or non-public information or data relating to, any alternative acquisition proposals. These provisions, which include a $90 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of Flagstar or NYCB from considering or proposing that acquisition even if, in the case of a potential acquisition of Flagstar, it were prepared to pay consideration with a higher per share price to Flagstar shareholders than what is contemplated in the merger, or may result in a potential third-party acquirer proposing to pay a lower per share price to acquire Flagstar or NYCB than it might otherwise have proposed to pay. For more information, see “The Merger Agreement—Agreement Not to Solicit Other Offers; Termination of the Merger Agreement; Effect of Termination; Termination Fee” and “The Merger Agreement—Meetings; Recommendation of NYCB’s and Flagstar’s Boards of Directors” beginning on pages 124 and 120, respectively.

The shares of NYCB common stock to be received by Flagstar shareholders as a result of the merger will have different rights from the shares of Flagstar common stock.

In the merger, Flagstar shareholders will become NYCB stockholders and their rights as stockholders will be governed by Delaware law and the governing documents of NYCB following the merger. The rights associated with NYCB common stock are different from the rights associated with Flagstar common stock. See “Comparison of the Rights of NYCB Stockholders and Flagstar Shareholders” beginning on page 139 for a discussion of the different rights associated with NYCB common stock.

NYCB and Flagstar have incurred and are expected to continue to incur significant costs related to the merger and integration.

NYCB and Flagstar have incurred and expect to continue to incur significant, non-recurring costs in connection with negotiating the merger agreement and closing the merger. In addition, NYCB will incur integration costs following the completion of the merger as NYCB integrates the Flagstar business, including facilities and systems consolidation costs and employment-related costs. Anticipated pre-tax one-time expenses related to the merger are currently estimated to be approximately $239 million.

There can be no assurances that the expected benefits and efficiencies related to the integration of the businesses will be realized to offset these transaction and integration costs over time. NYCB and Flagstar may also incur

additional costs to maintain employee morale and to retain key employees. NYCB and Flagstar have incurred and will continue to incur significant legal, financial advisory, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the merger. Some of these costs are payable regardless of whether the merger is completed. See “The Merger Agreement—Expenses and Fees” beginning on page 125.

Each current NYCB stockholder or Flagstar shareholder will have a reduced ownership and voting interest in NYCB following the consummation of the merger than the holder’s ownership and voting interest in NYCB or Flagstar individually, as applicable, prior to the consummation of the merger and will exercise less influence over management.

NYCB stockholders and Flagstar shareholders currently have the right to vote in the election of the board of directors and on other matters affecting NYCB and Flagstar, respectively. When the merger is completed, each NYCB stockholder will remain, and each Flagstar shareholder will become, an NYCB stockholder, with a percentage ownership of NYCB that is smaller than the holder’s percentage ownership of either NYCB or Flagstar individually, as applicable, prior to the consummation of the merger. Based on the number of shares of NYCB common stock and Flagstar common stock outstanding as of the close of business on the respective record dates for the NYCB special meeting and the Flagstar special meeting, as applicable, and based on the number of shares of NYCB common stock expected to be issued in the merger, the former Flagstar shareholders, as a group, are estimated to own approximately 31% of the outstanding shares of NYCB common stock immediately after the merger and current NYCB stockholders as a group are estimated to own approximately 69% of the outstanding shares of NYCB common stock immediately after the merger. Because of this, Flagstar shareholders may have less influence on the management and policies of NYCB than they now have on the management and policies of Flagstar, and NYCB stockholders may have less influence on the management and policies of NYCB when the merger is completed than they now have on the management and policies of NYCB.

Issuance of shares of NYCB common stock in connection with the merger may adversely affect the market price of NYCB common stock.

In connection with the payment of the merger consideration, NYCB expects to issue approximately 217.0 million shares of NYCB common stock to Flagstar shareholders. The issuance of these new shares of NYCB common stock may result in fluctuations in the market price of NYCB common stock, including a stock price decrease.

NYCB stockholders and Flagstar shareholders will not have appraisal or dissenters’ rights in the merger.

Appraisal rights or dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 262 of the DGCL, NYCB stockholders will not be entitled to appraisal rights in connection with the merger. If the merger is completed, NYCB stockholders will not receive any consideration, and their shares of NYCB common stock will remain outstanding and will constitute shares of NYCB following the completion of the merger. Accordingly, NYCB stockholders are not entitled to any appraisal rights in connection with the merger.

Under Section 762 of the MBCA, Flagstar shareholders will not be entitled to dissenters’ rights in connection with the merger if, on the record date of the Flagstar special meeting, shares of Flagstar’s common stock are listed on a national securities exchange, or Flagstar shareholders are not required to accept as consideration for their shares anything other than the shares of NYCB, cash paid in lieu of fractional shares or any combination of the two. Flagstar common stock was listed on the NYSE, a national securities exchange on the record date for the Flagstar special meeting. In addition, Flagstar shareholders will receive shares of NYCB common stock as

consideration in the merger, which shares are currently listed on the NYSE, a national securities exchange, and are expected to continue to be so listed at the effective time.

Accordingly, the holders of Flagstar common stock are not entitled to any dissenters’ rights in connection with the merger.

Risks Relating to NYCB’s Business

You should read and consider risk factors specific to NYCB’s business (including those related to the COVID-19 pandemic) that will also affect NYCB after the merger. These risks are described in the sections entitled “Risk Factors” in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents that are incorporated by reference into this amended prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 155 of this amended prospectus for the location of information incorporated by reference into this amended prospectus.

Risks Relating to Flagstar’s Business

You should read and consider risk factors specific to Flagstar’s business (including those related to the COVID-19 pandemic) that will also affect NYCB following the completion of the merger. These risks are described in the sections entitled “Risk Factors” in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021, and in other documents incorporated by reference into this amended prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 155 of this amended prospectus for the location of information incorporated by reference into this amended prospectus.

THE MERGER

This section of the amended prospectus describes material aspects of the merger. This summary may not contain all of the information that is important to you. You should carefully read this entire amended prospectus, and other documents we refer you to, for a more complete understanding of the merger. In addition, we incorporate important business and financial information about NYCB and Flagstar into this document by reference. You may obtain the information incorporated by reference into this amended prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 155.

Terms of the Merger

Each of NYCB’s and Flagstar’s respective board of directors unanimously approved the merger agreement. The merger agreement provides that, pursuant to the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into Flagstar, with Flagstar as the surviving entity, which is referred to as the merger, and as soon as reasonably practicable following the merger, Flagstar will merge with and into NYCB, with NYCB as the surviving entity, which is referred to as the holdco merger. Unless otherwise agreed to in writing by NYCB and Flagstar, (i) promptly on the day after the day on which the merger and the holdco merger occur, Flagstar Bank, FSB, a federally chartered stock savings bank and a wholly owned subsidiary of Flagstar, will convert into a national banking association, Flagstar Bank, NA, which conversion is referred to as the conversion, and (ii) promptly following the conversion, NYCB Bank will merge with and into Flagstar Bank, NA, with Flagstar Bank, NA as the surviving bank, which is referred to as the bank merger.

In the merger, each share of Flagstar common stock issued and outstanding immediately prior to the effective time, except for certain shares owned by NYCB or Flagstar (subject to certain exceptions described in the merger agreement), will be converted into the right to receive 4.0151 shares of NYCB common stock. NYCB will not issue any fractional shares of NYCB common stock in the merger. Instead, a former holder of Flagstar common stock who otherwise would have received a fraction of a share of NYCB common stock will receive for the fraction of a share an amount in cash (rounded to the nearest cent) based on the NYCB closing share value.

See the section entitled “The Merger Agreement” beginning on page 106 for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to the completion of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of NYCB’s and Flagstar’s boards of directors and senior managements have regularly reviewed and assessed their respective business strategies and objectives, including assessments of potentially available strategic growth opportunities, business combinations involving other financial institutions or remaining independent, among other efforts to enhance value for their respective stockholders and shareholders. These reviews have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment and the economy generally, and the implications of such developments for financial institutions generally and NYCB and Flagstar in particular. These reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and considerations to NYCB and Flagstar, respectively, and their respective stockholders and shareholders of strategic combinations.

Between late April and early June of 2019, Flagstar and NYCB had preliminary conversations regarding a potential strategic transaction, but those conversations did not develop into any more formal discussions or negotiations (the “2019 Preliminary Discussions”).

Beginning in January 2021, Mr. Thomas Cangemi, Chairman, President and Chief Executive Officer of NYCB, placed several calls to Mr. Alessandro P. DiNello, President and Chief Executive Officer of Flagstar, during

which Mr. Cangemi and Mr. DiNello had preliminary conversations regarding a potential strategic transaction involving NYCB and Flagstar. During the first week of March 2021, Mr. Cangemi called Mr. DiNello to discuss dates for a follow-up in-person meeting to continue the discussion of a potential strategic transaction involving NYCB and Flagstar, and Mr. Cangemi and Mr. DiNello agreed to meet in person on March 8, 2021. Prior to the meeting, on March 7, 2021, NYCB and Flagstar executed a confidentiality agreement.

In early March 2021, NYCB engaged Piper Sandler & Co. (“Piper Sandler”) and Goldman Sachs & Co. LLC (“Goldman Sachs”) as financial advisors with respect to a potential transaction with Flagstar.

At the March 8, 2021 meeting, Mr. Cangemi, on behalf of NYCB, delivered to Mr. DiNello a preliminary, non-binding proposal for a potential strategic transaction between NYCB and Flagstar, including the following terms (the “March 8 Proposal”): (i) all-stock merger, (ii) at-market fixed exchange ratio, (iii) board size and board representation to be determined, (iv) management structure to be determined, but indicating NYCB’s desire to have Mr. DiNello and other Flagstar employees have key executive and management roles at the combined company, (v) New York State savings bank charter for the combined company, (vi) maintaining the Flagstar brand for Flagstar’s mortgage business and (vii) maintaining NYCB’s current annual dividend of $0.68.

On March 15, 2021, the Flagstar board of directors held a meeting at which the March 8 Proposal was distributed to the directors and discussed, along with financial materials that had been prepared by Jefferies. Mr. DiNello reported to the Flagstar board of directors the terms of the March 8 Proposal and updated the board on the various discussions he had with Mr. Cangemi regarding the potential transaction. The Flagstar board of directors also discussed the directors’ fiduciary duties in the context of the March 8 Proposal. At the meeting, the board of directors also determined to engage Jefferies and Morgan Stanley as financial advisors to Flagstar and Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as legal counsel to Flagstar. In addition, the board of directors determined to reconstitute the transactions committee of the board of directors (the “Flagstar Transactions Committee”). The Flagstar Transactions Committee had originally been established in connection with the 2019 Preliminary Discussions for purposes of evaluating the proposed transaction with NYCB and considering and evaluating other potential strategic transactions and other alternatives, and was reconstituted for the same purpose. The Flagstar Transactions Committee was authorized and empowered to determine the process to be followed in connection with a potential transaction, provide oversight and guidance to Flagstar’s management and Flagstar’s financial, legal and other advisors and to consult with and make regular reports to the Flagstar board of directors. Among other items, the Flagstar Transactions Committee was not authorized or empowered to approve the execution and delivery of any definitive agreement for any proposed transaction, which authority and power remained with the Flagstar board of directors.

On March 17, 2021, the Flagstar board of directors, via a unanimous written consent, effective as of that date, reconstituted the Flagstar Transactions Committee to consist of Jay J. Hansen, Peter Schoels, David Treadwell and Jennifer Whip. On March 18, 2021, Mr. DiNello called Mr. Cangemi to inform him that Flagstar was interested in continuing preliminary discussions regarding a potential transaction with NYCB.

On March 19, 2021, the Flagstar Transactions Committee held a meeting to discuss the March 8 Proposal and more generally a potential transaction with NYCB. Representatives of Jefferies and Skadden and certain members of Flagstar management were in attendance, and each of Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting. A representative of Jefferies provided the directors with, among other information, a review and financial analysis of the March 8 Proposal, NYCB, Flagstar and other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. A representative of Skadden reviewed with the directors fiduciary duty and other process considerations. Following discussion, the Flagstar Transactions Committee determined that Flagstar should continue to consider the potential transaction with NYCB as well as other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Regarding the March 8 Proposal, the Flagstar Transactions Committee instructed Mr. DiNello to negotiate for a premium to Flagstar’s share price in calculating the exchange ratio in a potential all-stock merger (the “Merger Exchange Ratio”).

Between March 19 and March 26, Mr. DiNello and certain members of the Flagstar Transactions Committee and Flagstar management, together with Morgan Stanley and Jefferies, held various calls and virtual meetings with representatives of NYCB, Piper Sandler and Goldman Sachs to discuss the terms of the March 8 Proposal and other financial matters of each of Flagstar and NYCB, including with respect to a premium to Flagstar’s share price in calculating the Merger Exchange Ratio.

On March 23, 2021, the NYCB board of directors held a meeting to discuss a potential transaction with Flagstar. Representatives of NYCB management, Piper Sandler and Goldman Sachs were in attendance. Mr. Cangemi described Flagstar and the potential transaction and summarized the conversations he had had with Mr. DiNello. Representatives of Piper Sandler and Goldman Sachs provided the directors with information based on public sources concerning, among other things, the transactional landscape in the banking industry, Flagstar’s business and operational and financial performance, and preliminary financial analysis regarding a potential transaction with Flagstar. The NYCB board of directors discussed Flagstar, the potential transaction and the preliminary terms discussed by Messrs. Cangemi and DiNello, and representatives of Piper Sandler and Goldman Sachs answered questions posed by the NYCB directors. After discussion, the directors expressed support for a potential transaction with Flagstar and resolved to authorize Mr. Cangemi to continue with the investigation and negotiation of the potential transaction.

On the evening of March 26, 2021, NYCB delivered to Flagstar a revised proposal reflecting a 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio (noting that such premium was conditioned on the final Merger Exchange Ratio being accretive to tangible book value) and also stating that Mr. Cangemi would remain Chairman of the Board of Directors (in addition to his role as President & Chief Executive Officer) of the combined company following the merger (the “March 26 Proposal”). The other terms of the March 8 Proposal were unchanged.

On March 28, 2021, the Flagstar Transactions Committee held a meeting to discuss the March 26 Proposal and more generally a potential transaction with NYCB and to discuss other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Jefferies and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting. Representatives of Morgan Stanley and Jefferies provided the directors with, among other information, a review and financial analysis of the March 26 Proposal, NYCB, Flagstar and other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. In discussing the 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio and potential to negotiate for a higher premium, Morgan Stanley, Jefferies and the directors discussed NYCB’s stated condition that the proposed transaction be meaningfully accretive to tangible book value of NYCB. A representative of Skadden reviewed with the directors additional fiduciary duty and other process considerations. Following discussion, the Flagstar Transactions Committee determined to recommend to the full board of directors that Flagstar continue to consider the potential transaction with NYCB and authorize management to continue to negotiate the terms of the NYCB transaction and proceed with a mutual diligence process.

On March 29, 2021, the Flagstar board of directors held a meeting to discuss the March 26 Proposal and more generally a potential transaction with NYCB and to discuss other potential strategic transactions and other alternatives, including to continue to execute on Flagstar’s existing strategic plan. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Jefferies and Morgan Stanley had prepared and distributed materials to the board of directors in advance of the meeting. Representatives of Morgan Stanley and Jefferies reviewed with the board of directors the materials and information reviewed and discussed at the March 28, 2021 meeting of the Flagstar Transactions Committee, as updated. In addition, the Flagstar Transactions Committee reviewed with the full board the process that had been undertaken by the Flagstar Transactions Committee and the recommendation that Flagstar continue to consider the potential transaction with NYCB and authorize management to continue to negotiate the terms of the NYCB transaction and proceed with a mutual diligence process. A representative of Skadden reviewed with the directors’ additional fiduciary duty and

other process considerations Following discussion, the board of directors authorized the Flagstar Transactions Committee and certain members of management to continue to move forward with the review, exploration and negotiation of a potential transaction with NYCB and the mutual due diligence process. As part of this authorization, the Flagstar board of directors determined its agreement with the 10% premium to Flagstar’s share price in calculating the Merger Exchange Ratio as proposed by NCYB in the March 26 Proposal and, also, the use of a volume weighted average price (VWAP) in calculating the final Merger Exchange Ratio at the signing of the potential transaction, with the exact measurement period of the VWAP (whether five-day, ten-day or other period to be measured prior to the potential signing) to be determined at a future meeting.

On March 31, 2021 Flagstar made available to NYCB, and on April 12, 2021 NYCB made available to Flagstar documents for mutual due diligence review in virtual data rooms. NYCB and Flagstar, and their respective legal, financial and other advisors, engaged in mutual due diligence, including with respect to business, credit, operational, legal and compliance matters, among others.

Over the following weeks, Messrs. Cangemi and DiNello and other members of NYCB’s and Flagstar’s management, with the assistance of their respective companies’ financial and legal advisors, continued to discuss and negotiate the terms of the potential transaction.

On April 5, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Among other matters discussed, the Flagstar Transactions Committee considered alternatives designed to ensure that Flagstar’s existing and successful businesses were appropriately continued at the potential combined company, for the benefit of the combined company and its shareholders. Following discussion, the Flagstar Transactions Committee directed Flagstar’s management to continue the mutual due diligence process and to continue negotiations with NYCB and, as part of the negotiations, to communicate to NYCB and its advisors that the Flagstar directors be at least proportionately represented on the NYCB board and hold key positions with a focus on risk and oversight.

On April 6 and April 7, 2021, members of the senior management teams of NYCB and Flagstar, as well as representatives of their respective financial and legal advisors, met virtually to facilitate NYCB’s further due diligence of Flagstar. Flagstar senior management provided an overview to NYCB’s senior management of the history, business lines, strategy and operations of Flagstar, and the parties also discussed Flagstar’s deposit base, loan portfolio, credit quality trends, financial performance and legal, regulatory and compliance history. Thereafter, NYCB and Flagstar continued to engage in mutual due diligence.

On April 7 and April 8, 2021, Mr. DiNello and Mr. Cangemi met to discuss, among other items, the combined company board and governance matters that the Flagstar Transactions Committee had discussed at its April 5, 2021 meeting. During these meetings, Mr. DiNello and Mr. Cangemi agreed to discuss with their respective boards a construct where Mr. DiNello would become non-executive chairman of the combined company’s board of directors for a period of two years and Mr. Treadwell would become risk committee chairman of the combined company’s board of directors. Mr. Cangemi also stated that NYCB intended to request that Mr. DiNello enter into a restrictive covenant agreement, in which Mr. DiNello would be subject to non-competition and non-solicitation covenants (the “Restrictive Covenant Agreement”); and in consideration of the foregoing covenants, Mr. DiNello would receive a lump-sum payment equal to approximately one year of Mr. DiNello’s target annual compensation.

On April 8, 2021, Sullivan & Cromwell LLP (“Sullivan & Cromwell”), NYCB’s legal counsel, shared with Skadden a first draft of the proposed merger agreement. From April 8, 2021 until April 24, 2021, NYCB and Flagstar and their respective legal advisors negotiated the proposed merger agreement and certain ancillary agreements, and exchanged drafts of the merger agreement and such ancillary agreements. The terms negotiated

by the parties and their respective advisors included, among other things interim operating covenants, termination provisions and termination fees, the treatment of Flagstar’s outstanding equity awards rights, employment related agreements with certain members of Flagstar’s senior management and post-closing employee matters. Mutual due diligence continued in parallel with the negotiation of the transaction agreements during this time.

On April 9, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB, including with respect to the April 7 and April 8 discussions between Mr. DiNello and Mr. Cangemi. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. In addition to the other matters covered, Mr. DiNello described that NYCB had confirmed agreement on certain board and governance matters, namely (i) Mr. DiNello becoming the non-executive chairman of the NYCB board for a period of two years, (ii) Mr. Treadwell becoming the risk committee chairman of the NYCB board and (iii) a combined company board of directors composition of eight NYCB legacy directors and four Flagstar legacy directors. A representative of Skadden reviewed with the directors certain merger agreement and legal due diligence items, including relating to the banking charter of the combined company being NYCB’s existing New York State savings bank charter. Following discussion, the Flagstar Transactions Committee directed Flagstar’s management to continue the mutual due diligence process and to continue negotiations with NYCB and, as part of the negotiations, to communicate to NYCB and its advisors the use of a five-day volume weighted average price (VWAP) to determine the Merger Exchange Ratio. In addition, to ensure that Flagstar’s existing and successful businesses were appropriately continued at the potential combined company, for the benefit of the combined company and its shareholders, the Flagstar Transaction Committed directed Mr. DiNello to seek commitments from NYCB regarding the maintenance and continuity of Flagstar’s mortgage and banking businesses and related senior management. Later that day on April 9, 2021, Mr. DiNello had additional video calls with Mr. Cangemi and certain members of the NYCB board of directors to discuss the potential transaction with NYCB. On April 14, 2021, Sullivan & Cromwell shared with Skadden a first draft of the proposed Restrictive Covenant Agreement.

Between April 14 and April 17, 2021, members of the senior management teams of NYCB and Flagstar, as well as representatives of their respective financial and legal advisors, met virtually to facilitate Flagstar’s further due diligence of NYCB. NYCB senior management provided an overview to Flagstar’s senior management of the history, business lines, strategy and operations of NYCB, and the parties also discussed NYCB’s deposit base, loan portfolio, credit quality trends, financial performance and legal and compliance history. Thereafter, through April 24, 2021, NYCB and Flagstar continued to engage in mutual due diligence. In addition, over the following weeks, Messrs. Cangemi and DiNello and other members of NYCB’s and Flagstar’s management, with the assistance of their respective companies’ financial and legal advisors, continued to discuss and negotiate the terms of the potential transaction.

On April 15, 2021, the Flagstar Transactions Committee held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. As part of the advisor presentations, a representative of Skadden reviewed with the directors certain merger agreement and legal due diligence items. In addition to the other matters covered, Mr. DiNello described that NYCB had confirmed agreement on certain additional board, governance and management matters, namely (i) a combined company board of directors composition of eight NYCB legacy directors and four Flagstar legacy directors, (ii) the establishment of an advisory board to the combined company consisting of Flagstar legacy directors not on the combined company board of directors and (iii) commitments from NYCB regarding the maintenance and continuity of Flagstar’s mortgage and banking businesses and related senior management, to be included in the merger agreement or by employment agreements.

On April 20, 2021, the Flagstar board of directors held a meeting to discuss recent developments and updates regarding the ongoing discussions with respect to a potential transaction with NYCB. Representatives of Morgan

Stanley, Jefferies and Skadden were in attendance, and Morgan Stanley and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. As part of the advisor presentations, a representative of Skadden reviewed with the directors certain merger agreement terms and considerations and certain legal due diligence items. Also, as part of the advisor presentations, a representative of Morgan Stanley reviewed certain financial aspects of the proposed transaction, including with respect to the pro forma shareholder ownership of the combined company and, also, the calculation of the Merger Exchange Ratio using a five-day volume weighted average price (VWAP) to determine the Merger Exchange Ratio, which VWAP methodology had been agreed to by NYCB. The Flagstar board of directors also reviewed the proposed terms of the Restrictive Covenant Agreement among other management compensation and retention matters.

On April 22, 2021, the NYCB board of directors held a meeting to discuss, among other things, the potential transaction with Flagstar. Representatives of Piper Sandler, Goldman Sachs and Sullivan & Cromwell were in attendance. Representatives of NYCB management, including Mr. Cangemi, provided an overview of Flagstar and the potential transaction; summarized Mr. Cangemi’s meetings and discussions with Mr. DiNello; described the due diligence processes undertaken by NYCB and Flagstar with respect to the potential transaction and the meetings among management and legal and financial advisors; discussed the potential risks and benefits and certain financial aspects of the potential transaction; and reported the revised terms for the potential transaction. Representatives of Sullivan & Cromwell reviewed with the NYCB board of directors the NYCB directors’ fiduciary duties under applicable law and summarized the proposed merger agreement and other agreements in respect of the potential transaction. Representatives of each of Piper Sandler and Goldman Sachs reviewed the financial aspects of the potential transaction and their respective preliminary financial analyses, and each indicated that it expected to be in a position to deliver its respective final financial analyses and fairness opinion following final agreement on the transaction terms. In addition, Mr. Cangemi presented management’s recommendation for the approval of resolutions authorizing NYCB to enter into the merger agreement. The NYCB board of directors discussed the potential transaction and the terms of the agreements and representatives of NYCB management, Piper Sandler, Goldman Sachs and Sullivan & Cromwell answered questions posed by the NYCB directors. Following these discussions, the NYCB board of directors expressed support for the potential transaction and recessed the meeting until Saturday, April 24, 2021.

On April 23, 2021, the Flagstar Transactions Committee held a meeting to discuss the potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Morgan Stanley, Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Representatives of Morgan Stanley and Jefferies presented their respective fairness analyses and noted that each was prepared to deliver its final fairness analyses and opinion upon final determination of the Merger Exchange Ratio, which would be determined prior to the Flagstar board of directors meeting scheduled for the following day. Representatives of Skadden updated the directors on the final terms of the proposed merger agreement and reported that the negotiations were substantially complete. Representatives of Skadden also reviewed the directors’ fiduciary duties. Following these discussions, the Flagstar Transactions Committee unanimously determined to recommend to the full board of directors the approval of resolutions authorizing Flagstar to enter into the merger agreement.

On Saturday, April 24, 2021, the Flagstar board of directors held a meeting to discuss the potential transaction with NYCB. Representatives of Morgan Stanley, Jefferies and Skadden were in attendance, and each of Morgan Stanley, Jefferies and Skadden had prepared and distributed materials to the directors in advance of the meeting and reviewed the same at the meeting. Representatives of Morgan Stanley and Jefferies presented their respective fairness analyses and rendered to the Flagstar board of directors their respective oral opinions, which were confirmed by written opinions dated April 24, 2021, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as set forth in their respective opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders of shares of Flagstar common stock (other than holders of the excluded shares). See “The Merger-Opinion of Flagstar’s Financial Advisors” beginning on page 63.

Representatives of Skadden updated the directors on the final terms of the proposed merger agreement and reported that the negotiations were substantially complete. Representatives of Skadden also reviewed the directors’ fiduciary duties. The directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described under the section of this amended prospectus entitled “-Flagstar’s Reasons for the Merger; Recommendation of the Flagstar Board of Directors.” Following these discussions, the Flagstar management and Flagstar Transactions Committee presented their respective recommendations for the approval of resolutions authorizing Flagstar to enter into the merger agreement. The Flagstar board of directors then excused members of management and Flagstar’s financial and legal advisors and conducted an executive session, including discussion regarding management and employee retention matters, and including authorizing Flagstar’s execution and delivery of the Restrictive Covenant Agreement.

Later on April 24, 2021, the Flagstar board of directors, via a unanimous written consent, effective as of that date, determined that the merger agreement and the transactions contemplated by the merger agreement were advisable and in the best interests of Flagstar and its shareholders, approved and adopted the merger agreement and the transactions contemplated by the merger agreement, and recommended the approval by Flagstar shareholders of the merger agreement and the transactions contemplated thereby. See “—Flagstar’s Reasons for the Merger; Recommendation of the Flagstar Board of Directors.”

On April 24, 2021, the NYCB board of directors resumed its meeting that had commenced on April 22, 2021. Representatives of Piper Sandler, Goldman Sachs and Sullivan & Cromwell were in attendance. Mr. Cangemi provided an update on the potential transaction. Representatives of Sullivan & Cromwell provided an update on legal matters relating to the potential transaction and a review of the final terms of the transaction agreements. Representatives of Piper Sandler and Goldman Sachs presented their respective financial analyses and rendered to the NYCB board of directors their respective oral opinions, which were subsequently confirmed by their respective written opinions dated April 24, 2021, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as set forth in their respective opinion, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to NYCB. See “The Merger—Opinion of NYCB’s Financial Advisors” beginning on page 36. Representatives of NYCB management restated management’s recommendation for the approval of resolutions authorizing NYCB to enter into the merger agreement. The directors then engaged in a discussion regarding various aspects of the potential transaction, including the factors described below under “NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors.” Following this discussion, the NYCB board of directors unanimously approved the proposed merger agreement and the transactions contemplated thereby, and recommended the approval and adoption by NYCB stockholders of the merger agreement and the transactions contemplated thereby.

In the evening of Saturday, April 24, 2021, NYCB and Flagstar executed the merger agreement. The transaction was announced in the morning of Monday, April 26, 2021, before the opening of the financial markets in New York, in a press release jointly issued by NYCB and Flagstar.

The foregoing description in this section of the amended prospectus describes the background to the execution of the original merger agreement by NYCB, Merger Sub and Flagstar. Accordingly, references in the foregoing to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

On April 25, 2022, NYCB and Flagstar agreed to amend the merger agreement pursuant to the merger agreement amendment. The merger agreement amendment amended the merger agreement to, among other things, (i) extend the termination date from April 24, 2021 to October 31, 2022, (ii) change the structure of the bank merger, so that Flagstar Bank, FSB will initially convert to a national bank charter and NYCB Bank will merge with and into the national bank, with the national bank as the surviving bank in the bank merger, and (iii) amend the regulatory approvals necessary to consummate the transactions contemplated by the merger agreement such

that the approvals of the FDIC and NYDFS are no longer required, replacing such approvals with the approval of the OCC. NYCB and Flagstar each believe that a national bank charter is an appropriate charter for the combined company’s banking operations, especially taking into account Flagstar’s national mortgage banking business, which Flagstar has operated successfully for many years under the supervision of the OCC.

NYCB’s Reasons for the Merger; Recommendation of NYCB’s Board of Directors

The information in this section of this amended prospectus relates to NYCB’s reasons for entering into the original merger agreement, the recommendation of the board of directors of NYCB to the NYCB stockholders and information considered by NYCB and its board of directors in connection with entering into the original merger agreement and making such recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus. References in this section of this amended prospectus to the merger agreement and to the transactions contemplated by the merger agreement should be read as referring to the original merger agreement and to the transactions contemplated by the original merger agreement, respectively.

After careful consideration, the NYCB board of directors at a special meeting held on April 24, 2021, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are advisable and fair to and in the best interests of NYCB and its stockholders, (ii) approved the merger agreement and the transactions contemplated thereby, and (iii) recommended the approval by NYCB stockholders of the NYCB share issuance proposal and the other matters to be voted upon at the NYCB special meeting in accordance with the merger agreement. In reaching this decision, the NYCB board of directors evaluated the merger agreement, the merger and the other matters contemplated by the merger agreement in consultation with NYCB’s senior management, as well as with NYCB’s legal and financial advisors, and considered a number of factors, including the following:

•

each of NYCB’s and Flagstar’s business, operations, financial condition, asset quality, earnings and prospects;

•

the strategic rationale for the merger, which will enhance NYCB’s ability to deliver a broader set of commercial and retail banking offerings to customers nationally and in the geographies where NYCB will maintain branch and lending offices;

•

the lack of overlap between the footprints of NYCB and Flagstar, which will expand NYCB’s banking presence in the Midwest and Southwest;

•

the compatibility of NYCB’s and Flagstar’s credit philosophies, and the expectation that the combined business will diversify NYCB’s loan portfolio and reduce NYCB’s existing concentration in multi-family loans and commercial real estate loans, while maintaining both NYCB’s and Flagstar’s low risk credit models;

•

the expanded possibilities for growth that will be available to NYCB, including through Flagstar’s national bank mortgage origination and sub-servicing businesses and access to an extensive base of retail and commercial customers;

•

the ability to leverage NYCB’s investments in technology across a greater number of customers;

•

the compatibility of NYCB’s and Flagstar’s culture and values, including with respect to client-centric mindsets, commitment to local communities, team-based approaches and corporate, social, environmental and governance responsibility;

•

the complementary nature of the products, customers and markets of the two companies, which NYCB believes should provide the opportunity to mitigate risks and increase potential returns and capital generation;

•

the potential changes to NYCB’s funding profile as a result of the merger, including the potential to decrease NYCB’s cost of funding by reducing the percentage of NYCB’s liquidity sourced in the form of wholesale borrowings;

•

the anticipated pro forma financial impact of the merger on NYCB, including potential tangible book value accretion, as well as positive impact on earnings, return on equity, asset quality, liquidity and regulatory capital levels;

•

the expectation of cost synergies resulting from the merger;

•

the expectation that the merger will offer potentially significant revenue synergies across multiple business lines and the fact that such revenue synergies were identified but not included in the financial analysis;

•

its review and discussions with NYCB’s senior management concerning NYCB’s due diligence examination of, among other areas, the operations, financial condition and regulatory compliance programs and prospects of Flagstar;

•

its review with Piper Sandler and Goldman Sachs, NYCB’s financial advisors, of the financial terms of the merger agreement and its review with NYCB’s legal advisor of the other terms of the merger agreement, including the representations, covenants, deal protection and termination provisions;

•

the respective oral opinions of Piper Sandler and Goldman Sachs rendered to the NYCB board of directors, subsequently confirmed in Piper Sandler’s and Goldman Sachs’ written opinions, to the effect that, as of the date of such written opinions and subject to the various assumptions made, procedures followed, matters considered, and the qualifications and limitations on the scope of review undertaken by Piper Sandler and Goldman Sachs as set forth in their respective written opinions, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to NYCB, as more fully described below in the section “—Opinions of NYCB’s Financial Advisors” beginning on page 36;

•

the fact that the exchange ratio would be fixed, which the NYCB board of directors believed was consistent with market practice for transactions of this type and with the strategic purpose of the transaction;

•

its expectation that the requisite regulatory approvals could be obtained in a timely fashion;

•

the current and prospective environment in the financial services industry, including economic conditions and the interest rate and regulatory environments, the accelerating pace of technological change in the financial services industry, operating costs resulting from regulatory and compliance mandates, scale and marketing expenses, increasing competition from both banks and non-bank financial and financial technology firms, current financial market conditions, and the likely effects of these factors on NYCB’s potential growth, development, productivity and strategic options both with and without the merger;

•

the fact that Mr. Cangemi would continue to serve as the Chief Executive Officer of NYCB and the governance structure for NYCB following the completion of the merger, including the fact that four Flagstar directors will join the NYCB’s board of directors upon the closing; and

•

NYCB’s past records of integrating acquisitions and of realizing expected financial and other benefits of such acquisitions and the strength of NYCB’s management and infrastructure to successfully complete the integration process.

The NYCB board of directors also considered the potential risks related to the transaction. The board concluded that the anticipated benefits of combining with Flagstar were likely to outweigh these risks substantially. These potential risks included:

•

the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or difficulties arising from, the integration of the two companies or as a result of the state of the economy, general market conditions and competitive factors in the areas where NYCB and Flagstar operate businesses;

•

the costs to be incurred in connection with the merger and the integration of Flagstar’s business into NYCB and the possibility that the transaction and the integration may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

•

the possibility of encountering difficulties in achieving anticipated cost savings and synergies in the amounts currently estimated or within the time frame currently contemplated;

•

the possibility of encountering difficulties in successfully integrating the businesses, operations and workforces of NYCB and Flagstar;

•

the risk of losing key NYCB or Flagstar employees during the pendency of the merger and following the closing;

•

the possible diversion of management focus and resources from the operation of NYCB’s business while working to implement the transaction and integrate the two companies;

•

the risk that, because the exchange ratio under the merger agreement would not be adjusted for changes in the market price of NYCB common stock or Flagstar common stock, the value of the shares of NYCB common stock to be issued to Flagstar shareholders upon the completion of the merger could be significantly more than the value of such shares immediately prior to the announcement of the parties’ entry into the merger agreement;

•

the risk that the regulatory and other approvals required in connection with the merger may not be received in a timely manner or at all or may impose conditions that may adversely affect the anticipated operations, synergies and financial results of NYCB following the completion of the merger;

•

the dilution caused by NYCB’s issuance of additional shares of its capital stock in connection with the proposed transaction;

•

the potential for legal claims challenging the merger; and

•

the other risks described under the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

The foregoing discussion of the information and factors considered by the NYCB board of directors is not intended to be exhaustive, but includes the material factors considered by the board. In reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, the NYCB board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The board considered all these factors as a whole, including discussions with, and questioning of, NYCB’s management and NYCB’s independent financial and legal advisors, and overall considered the factors to support its determination.

For the reasons set forth above, the NYCB board of directors determined that the merger agreement and the transactions contemplated thereby (including the merger and the NYCB share issuance) are advisable and fair to and in the best interests of NYCB and its stockholders.

In considering the recommendation of the NYCB board of directors, you should be aware that certain directors and executive officers of NYCB may have interests in the merger that are different from, or in addition to, interests of NYCB stockholders generally and may create potential conflicts of interest.

It should be noted that this explanation of the reasoning of the NYCB board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” on page 17.

Opinions of NYCB’s Financial Advisors

The information in this section of this amended prospectus relates to information considered by the board of directors of NYCB in its determination to approve and adopt the merger agreement and the transactions

contemplated by the merger agreement, and in making its recommendation to the NYCB stockholders. For the reasons described above on pages 1 to 2, this information is included in this amended prospectus in the form in which it was included in the joint proxy statement/prospectus.

Piper Sandler and Goldman Sachs separately provided opinions, each dated April 24, 2021, to NYCB’s board of directors, as to the fairness, from a financial point of view, of the exchange ratio pursuant to the merger to NYCB, as described below under this caption. The opinions do not speak as of the date of this amended prospectus or as of any other date subsequent to the dates of those opinions. Any references in this section of this amended prospectus to the merger agreement, Merger Agreement or Agreement are references to the original merger agreement, as executed by NYCB, Merger Sub and Flagstar on April 24, 2021. Further, any references in this section of this amended prospectus to current data or other information refer to data or other information that was current in connection with the relevant opinion and any related financial analyses, as described in this section.

Opinion of Piper Sandler & Co.

NYCB retained Piper Sandler to act as financial advisor to NYCB’s board of directors in connection with NYCB’s consideration of a possible business combination with Flagstar. NYCB selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

Piper Sandler acted as financial advisor to NYCB’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the Agreement. At the April 24, 2021 meeting at which NYCB’s board of directors considered the merger and the Agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on April 24, 2021, to the effect that, as of such date, the exchange ratio was fair to NYCB from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex C to this amended prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. You are urged to read the entire opinion carefully.

Piper Sandler’s opinion was directed to the board of directors of NYCB in connection with its consideration of the merger and the Agreement and did not constitute a recommendation to any shareholder of NYCB as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and adoption of the Agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the exchange ratio to NYCB and did not address the underlying business decision of NYCB to engage in the merger, the form or structure of the merger or any other transactions contemplated in the Agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for NYCB or the effect of any other transaction in which NYCB might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of NYCB or Flagstar, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

•

an execution copy of the Agreement;

•

certain publicly available financial statements and other historical financial information of NYCB that Piper Sandler deemed relevant;

•

certain publicly available financial statements and other historical financial information of Flagstar that Piper Sandler deemed relevant;

•

certain internal preliminary financial information for NYCB for the quarter ending March 31, 2021, as provided by the senior management of NYCB;

•

certain internal preliminary financial information for Flagstar for the quarter ending March 31, 2021, as provided by the senior management of Flagstar;

•

publicly available median analyst earnings per share (“EPS”) estimates for NYCB for the quarters ending June 30, 2021, September 30, 2021 and December 31, 2021 as well as for the year ending December 31, 2022, as well as an estimated annual EPS growth rate for the years ending December 31, 2023 through December 31, 2025 and estimated dividends per share for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of NYCB;

•

publicly available median analyst EPS and dividends per share estimates for Flagstar for the quarters ending June 30, 2021, September 30, 2021 and December 31, 2021 as well as for the year ending December 31, 2022, as well as an estimated annual EPS growth rate for the years ending December 31, 2023 through December 31, 2025 and estimated dividends per share for the years ending December 31, 2023 through December 31, 2025, as provided by the senior management of NYCB;

•

the pro forma financial impact of the merger on NYCB based on certain assumptions relating to transaction expenses, purchase accounting adjustments and cost savings, as well as certain adjustments for current expected credit losses (“CECL”) accounting standards and the granting of a certain number of restricted stock awards by Flagstar prior to the closing of the merger, as provided by the senior management of NYCB;

•

the publicly reported historical price and trading activity for NYCB common stock and Flagstar common stock, including a comparison of certain stock trading information for NYCB common stock and Flagstar common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;

•

a comparison of certain financial information for NYCB and Flagstar with similar financial institutions for which information is publicly available;

•

the financial terms of certain recent merger and acquisition transactions in the bank and thrift industry (on a nationwide basis), to the extent publicly available;

•

the current market environment generally and the banking environment in particular; and

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of NYCB and its representatives the business, financial condition, results of operations and prospects of NYCB and held similar discussions with certain members of the management of Flagstar and its representatives regarding the business, financial condition, results of operations and prospects of Flagstar.

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by NYCB or Flagstar or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler relied on the assurances of the respective managements of NYCB and Flagstar that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or

otherwise) of NYCB or Flagstar, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of NYCB or Flagstar. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan losses of NYCB or Flagstar, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to NYCB or Flagstar. Piper Sandler assumed, with NYCB’s consent, that the respective allowances for loan losses for both NYCB and Flagstar were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler received and used the information described in the fourth through eighth bullets of the third preceding paragraph. With respect to such information, the respective senior managements of NYCB and Flagstar confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of those respective managements as to the future financial performance of NYCB and Flagstar, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of NYCB or Flagstar since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that NYCB and Flagstar would remain as going concerns for all periods relevant to its analyses.

Piper Sandler also assumed, with NYCB’s consent, that (i) each of the parties to the Agreement would comply in all material respects with all material terms and conditions of the Agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on NYCB, Flagstar, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the Agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Piper Sandler expressed no opinion as to any legal, accounting or tax matters relating to the merger and the other transactions contemplated by the Agreement.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of NYCB common stock or Flagstar common stock at any time or what the value of NYCB common stock would be once it is actually received by the holders of Flagstar common stock.

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to NYCB’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be

considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to NYCB or Flagstar and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading values or transaction values, as the case may be, of NYCB and Flagstar and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the exchange ratio to NYCB from a financial point of view on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of NYCB, Flagstar and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to NYCB’s board of directors at its April 24, 2021 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of NYCB common stock or Flagstar common stock or the prices at which NYCB or Flagstar common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by NYCB’s board of directors in making its determination to approve the Agreement and the analyses described below should not be viewed as determinative of the decision of NYCB’s board of directors with respect to the fairness of the exchange ratio.

Summary of Proposed Merger Consideration and Implied Transaction Metrics.

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the Agreement, at the effective time of the merger each share of Flagstar common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the Agreement, shall be converted into the right to receive 4.0151 shares of common stock of NYCB. Piper Sandler calculated an aggregate implied transaction value of approximately $2.6 billion and an implied purchase price per share of $48.14 consisting of the implied value of 52,752,606 shares of Flagstar common stock, 1,129,444 Flagstar restricted awards outstanding and 222,264 total restricted awards estimated to be issued in 2021 and based on the closing price of NYCB common stock on April 23, 2021. Based upon financial information for Flagstar as of or for the last 12 months (“LTM”) ended March 31, 2021 and the closing price of Flagstar’s common stock on April 23, 2021, Piper Sandler calculated the following implied transaction metrics:


Transaction Price Per Share / Tangible Book Value per Share	115	%
Transaction Price Per Share / LTM EPS	4.2	x
Transaction Price / 2021E Median Consensus EPS	6.6	x
Transaction Price / 2022E Median Consensus EPS	9.3	x
Core Deposit Premium¹	2.2	%
Core Deposit Premium²	2.1	%
Market Premium as of April 23, 2021	6.1	%

1	Excludes jumbo time deposits greater than $100,000 as of December 31, 2020 per Flagstar’s call report

2	Excludes jumbo time deposits greater than $250,000 as of December 31, 2020 per Flagstar’s call report

Stock Trading History.

Piper Sandler reviewed the publicly available historical reported trading prices of NYCB common stock and Flagstar common stock for the one-year and three-year periods ended April 23, 2021. Piper Sandler then compared the relationship between the movements in the price of NYCB common stock and Flagstar common stock, respectively, to movements in their respective peer groups (as described below) as well as certain stock indices.

NYCB’s One-Year Stock Performance


	Beginning Value April 23, 2020			Ending Value April 23, 2021
NYCB		100	%		124.8	%
NYCB Peer Group		100	%		224.6	%
S&P 500 Index		100	%		149.4	%
NASDAQ Bank Index		100	%		192.1	%

NYCB’s Three-Year Stock Performance


	Beginning Value April 23, 2018			Ending Value April 23, 2021
NYCB		100	%		93.2	%
NYCB Peer Group		100	%		103.4	%
S&P 500 Index		100	%		156.5	%
NASDAQ Bank Index		100	%		111.9	%

Flagstar’s One-Year Stock Performance


	Beginning Value April 23, 2020			Ending Value April 23, 2021
Flagstar		100	%		216.7	%
Flagstar Peer Group		100	%		183.2	%
S&P 500 Index		100	%		149.4	%
NASDAQ Bank Index		100	%		192.1	%

Flagstar’s Three-Year Stock Performance


	Beginning Value April 23, 2018			Ending Value April 23, 2021
Flagstar		100	%		135.0	%
Flagstar Peer Group		100	%		92.7	%
S&P 500 Index		100	%		156.5	%
NASDAQ Bank Index		100	%		111.9	%

Comparable Company Analyses.

Piper Sandler used publicly available information to compare selected financial information for NYCB with a group of financial institutions selected by Piper Sandler. The NYCB peer group included banks, thrifts and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM, and NASDAQ) headquartered in the continental United States with total assets between $40 billion and $100 billion, but

excluded First Citizens BancShares, Inc. due to its announced and pending merger (referred to in this section as the “NYCB Peer Group”). The NYCB Peer Group consisted of the following companies:


*Financial Data as of December 31, 2020* *Market Data as of April 23, 2021*			Balance Sheet & Credit						Capital Position								MRQ Profitability								Valuation
																									Price /
Company	City, ST	Ticker	Total Assets ($B)		Loans / Deposits (%)		LLR / Gross Loans (%)		CET1 RBC (%)		T1 Lev (%)		Total RBC (%)		CRE / Total RBC (%)		NIM (%)		ROAA (%)		ROAE (%)		Eff. Ratio (%)		TBV (%)		MRQ Ann. EPS (x)		2021E EPS (x)		2022E EPS (x)		Div Yield (%)		Mkt Cap ($B)
First Horizon Corp¹	Memphis, TN	FHN		87.5		80.1		1.54		10.0		8.2		12.8		156		2.73		1.17		11.94		56.7		174		11.2		10.7		11.3		3.5		9.9
Comerica Inc¹	Dallas, TX	CMA		86.3		68.5		1.81		11.1		9.1		13.9		110		2.36		1.01		10.89		64.6		138		7.2		10.4		13.6		4.0		9.8
Signature Bank¹	New York, NY	SBNY		85.4		68.9		1.02		10.9		8.8		14.4		376		2.24		0.96		13.36		37.5		234		18.4		19.0		16.1		0.9		13.6
Zions Bancorp.¹	Salt Lake City, UT	ZION		85.1		72.4		1.21		11.2		8.3		14.5		169		2.96		1.42		14.69		59.8		140		7.1		10.4		12.6		2.6		8.9
East West Bancorp¹	Pasadena, CA	EWBC		56.9		79.9		1.53		12.7		9.1		14.3		239		2.79		1.25		12.52		42.7		224		13.2		13.5		14.0		1.8		10.8
Synovus Financial¹	Columbus, GA	SNV		55.2		81.9		1.42		9.7		8.8		13.3		226		3.09		1.12		11.77		54.6		168		9.8		11.2		11.5		2.9		7.0
BOK Financial Corp¹	Tulsa, OK	BOKF		47.4		59.5		1.54		12.1		8.5		14.0		137		2.67		1.23		11.84		59.8		152		10.6		12.6		13.2		2.4		6.2
Wintrust Financial¹	Rosemont, IL	WTFC		45.7		87.6		0.81		9.0		8.2		12.6		153		2.55		0.92		9.99		66.6		139		7.6		11.2		14.5		1.7		4.4
Cullen/Frost Bankers	San Antonio, TX	CFR		42.4		49.9		1.51		12.9		8.1		15.4		142		2.78		0.86		8.46		60.6		209		20.9		21.3		22.6		2.6		7.3
Valley National Bncp	New York, NY	VLY		40.7		100.9		1.05		9.9		8.1		12.6		403		3.06		1.02		9.20		48.7		192		14.0		12.7		12.1		3.3		5.7

1.	Financial information for the quarter ended March 31, 2021

Source:

S&P Global Market Intelligence

The analysis compared publicly available financial information for NYCB with corresponding data for the NYCB Peer Group as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of April 23, 2021. The table below sets forth the data for NYCB and the median, mean, low and high data for the NYCB Peer Group.

NYCB Comparable Company Analysis


	NYCB 3/31/2021¹		NYCB 12/31/2020		NYCB Peer Group Median		NYCB Peer Group Mean		NYCB Peer Group Low		NYCB Peer Group High
Total assets ($B)		57.7		56.3		56.0		63.3		40.7		87.5
Loans / Deposits (%)		126.1		132.2		76.2		75.0		49.9		100.9
LLRs / Gross Loans (%)		0.46		0.45		1.46		1.34		0.81		1.81
Common Equity Tier 1 Ratio		9.8		9.7		11.0		11.0		9.0		12.9
Tier 1 Leverage Ratio (%)		8.4		8.5		8.4		8.5		8.1		9.1
Total RBC Ratio (%)		13.1		13.0		14.0		13.8		12.6		15.4
CRE / Total RBC Ratio (%)		—		736		162		211		110		403
MRQ Return on average assets (%)		1.03		1.38		1.07		1.10		0.86		1.42
MRQ Return on average equity (%)		8.63		11.22		11.80		11.47		8.46		14.69
MRQ Net interest margin (%)		2.48		2.46		2.75		2.72		2.24		3.09
MRQ Efficiency ratio (%)		39.9		41.4		58.2		55.2		37.5		66.6
Price / Tangible book value (%)		—		142		171		177		138		234
Price / Annualized MRQ EPS (x)		—		7.7		10.9		12.0		7.1		20.9
Price / 2021E EPS (x)		—		10.5		11.9		13.3		10.4		21.3
Price / 2022E EPS (x)		—		9.5		13.4		14.1		11.3		22.6
Current Dividend Yield (%)		—		5.8		2.6		2.6		0.9		4.0
Market value ($B)		—		5.6		8.1		8.4		4.4		13.6

¹	Reflects preliminary financial data as of March 31, 2021 as provided by NYCB management

Note:

Financial data for the quarter ended December 31, 2020; Financial data for BOK Financial Corporation, Comerica, Inc., East West Bancorp, Inc., First Horizon Corporation, Signature Bank, Synovus Financial Corporation, Wintrust Financial Corporation, and Zions Bancorporation reflect data for the quarter ended March 31, 2021

Piper Sandler used publicly available information to perform a similar analysis for Flagstar by comparing selected financial information for Flagstar with a group of financial institutions selected by Piper Sandler. The Flagstar peer group included banks, thrifts and bank holding companies whose securities are publicly traded on a major exchange (NYSE, NYSEAM and NASDAQ) headquartered in the continental United States with total assets between $15 billion and $50 billion with either (i) 1-4 family loans accounting for greater than or equal to 20.0% of the total loan portfolio or (ii) loans to non-depository financial institutions accounting for greater than or equal to 20.0% of the total loan portfolio, as defined in the respective company’s Y-9C as of December 31, 2020, but excluded BancorpSouth Bank due to its announced and pending merger (referred to in this section as the “Flagstar Peer Group”). The Flagstar Peer Group consisted of the following companies:


*Financial Data as of December 31, 2020* *Market Data as of April 23, 2021*			Balance Sheet & Credit												Capital Position												MRQ Profitability								Valuation
										Loans to Non- Dep. / Loans (%)																									Price /
Company	City, ST	Ticker	Total Assets ($B)		Loans / Deposits (%)		1-4 Fam. / Loans (%)			Loans to Non- Dep. / Loans (%)		LLR / Gross Loans (%)			CET1 RBC Ratio (%)			T1 Lev Ratio (%)			Total RBC Ratio (%)			CRE / Total RBC (%)			NIM (%)		ROAA (%)		ROAE (%)		Eff. Ratio (%)		TBV (%)		MRQ Ann. EPS (x)		2021E EPS (x)		2022E EPS (x)		Div Yield (%)		Mkt Cap ($B)
Texas Capital¹	Dallas, TX	TCBI		40.1		73.1		1.4	²		44.0		0.99			10.2			8.3			14.0			156			2.05		0.72		9.63		62.6		124		12.4		15.2		14.5		0.0		3.3
BankUnited, Inc.¹	Miami Lakes, FL	BKU		35.2		84.2		27.1	²		9.1		0.95			13.2			8.7			15.2			196			2.38		1.12		12.98		54.0		143		10.8		12.7		13.3		2.1		4.3
Associated Banc¹	Green Bay, WI	ASB		34.6		87.3		31.6			9.7		1.45			10.8			9.5			14.4			227			2.37		1.12		9.19		63.6		126		9.2		13.7		13.8		3.5		3.3
Prosperity Bncshs	Houston, TX	PB		34.1		73.8		20.8			14.9		1.56			13.7			9.7			14.2			211			3.51		1.63		8.98		39.6		251		13.0		14.1		14.1		2.6		7.1
First Midwest Bncp¹	Chicago, IL	FMBI		21.2		91.4		20.4	²		0.0		1.62	²		10.2			9.0			14.3			166			2.99		0.86		6.71		60.3		166		15.1		14.6		15.0		2.7		2.5
Washington Federal¹	Seattle, WA	WAFD		19.5		89.1		36.6			0.0		1.31			12.7	²		9.3	²		13.9	²		260	²		2.75		0.93		8.05		58.9		140		14.7		15.1		14.8		2.8		2.4
Cathay General	Los Angeles, CA	CATY		19.0		97.1		26.5			0.8		1.06			13.5			10.9			15.5			262			3.14		1.50		11.81		49.4		161		11.6		12.8		12.0		3.1		3.3
Customers Bancorp	West Reading, PA	CUBI		18.4		139.3		2.1			23.9		0.91			8.1			8.6			11.9			224			2.80		1.23		20.76		48.6		115		4.9		5.9		8.4		0.0		1.0

1.	Financial information for the quarter ended March 31, 2021

2.	Reflects the value of the previous quarter due to limited information on the Company’s March 31, 2021 earnings release

Source:

S&P Global Market Intelligence

The analysis compared publicly available financial information for Flagstar with corresponding data for the Flagstar Peer Group as of or for the year ended December 31, 2020 (unless otherwise noted) with pricing data as of April 23, 2021. The table below sets forth the data for Flagstar and the median, mean, low and high data for the Flagstar Peer Group.

Flagstar Comparable Company Analysis


	Flagstar 3/31/2021¹		Flagstar 12/31/2020		Flagstar Peer Group Median		Flagstar Peer Group Mean		Flagstar Peer Group Low		Flagstar Peer Group High
Total assets ($B)		29.4		31.0		27.6		27.8		18.4		40.1
Loans / Deposits (%)		89.3		93.8		88.2		91.9		73.1		139.3
1-4 Family Loans / Loans (%)		—		8.8		26.5		23.5		2.1		36.6
Loans to Non-Depository Institutions / Loans (%)		—		31.2		9.4		12.8		0.0		44.0
LLRs / Gross Loans		0.99		0.98		1.06		1.18		0.91		1.56
Common Equity Tier 1 Ratio (%)		10.3		9.2		10.8		11.4		8.1		13.7
Tier 1 Leverage Ratio (%)		8.1		7.7		9.0		9.2		8.3		10.9
Total RBC Ratio (%)		13.2		11.9		14.3		14.2		11.9		15.5
CRE / Total RBC Ratio (%)		—		108		211		206		156		262
MRQ Return on average assets (%)		2.00		2.08		1.12		1.14		0.72		1.63
MRQ Return on average equity (%)		25.70		27.56		9.41		11.01		6.71		20.76


	Flagstar 3/31/2021¹		Flagstar 12/31/2020		Flagstar Peer Group Median		Flagstar Peer Group Mean		Flagstar Peer Group Low		Flagstar Peer Group High
MRQ Net interest margin (%)		2.82		2.79		2.77		2.75		2.05		3.51
MRQ Efficiency ratio (%)		67.7		60.1		56.4		54.6		39.6		63.6
Price / Tangible book value (%)		—		117		142		153		115		251
Price / Annualized MRQ EPS (x)		—		4.0		12.0		11.5		4.9		15.1
Price / 2021E EPS (x)		—		6.2		13.9		13.0		5.9		15.2
Price / 2022E EPS (x)		—		8.4		14.0		13.2		8.4		15.0
Current Dividend Yield (%)		—		0.5		2.7		2.1		0.0		3.5
Market value ($B)		—		2.4		3.3		3.4		1.0		7.1

¹	Reflects preliminary financial data as of March 31, 2021 as provided by Flagstar management

Note:

Financial data for the quarter ended December 31, 2020; Financial data for Associated Banc-Corp, BankUnited, Inc., First Midwest Bancorp, Inc., Texas Capital Bancshares, Inc., and Washington Federal, Inc. reflect data for the quarter ended March 31, 2021

Analysis of Precedent Transactions.

Piper Sandler reviewed a group of historical, nationwide merger and acquisition transactions. The nationwide group consisted of bank and thrift transactions announced between January 1, 2017 and April 23, 2021 where the target’s assets were between $10 billion and $75 billion at announcement, but excluded transactions defined as merger of equals (referred to in this section as the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:


						Transaction Information														Target Information
						Deal Value ($B)		Price/						Core Deposit Prem. (%)			1-Day Market Prem. (%)													LTM Eff. Ratio (%)		NPAs/ Assets (%)
Acquiror	ST	Target	ST	Annc. Date		Deal Value ($B)		LTM EPS (x)		Fwd EPS (x)		TBV (%)		Core Deposit Prem. (%)			1-Day Market Prem. (%)			Total Assets ($B)		TCE/ TA (%)		LTM ROAA (%)			LTM ROAE (%)			LTM Eff. Ratio (%)		NPAs/ Assets (%)
M&T Bank Corp.	NY	People’s United Financial Inc.	CT		02/22/21		7.6		N/M		13.8		167		6.3			12.9			63.1		7.6		0.36			2.8			55.3		0.74
Huntington Bancshares Inc.	OH	TCF Financial Corp.	MI		12/13/20		5.9		23.6		16.4		148		5.4			8.9			47.6		8.7		0.52			4.4			61.7		1.01
First Citizens BancShares	NC	CIT Group Inc.	NY		10/16/20		2.2		N/M		N/M		44		(7.4	)		11.0			60.9		8.2		(0.87	)		(8.2	)		70.7		1.38
Mechanics Bank	CA	Rabobank NA	CA		03/15/19		1.5		10.3		—		203		8.2			—			13.9		5.4		1.07			9.4			60.2		1.91
Synovus Financial Corp.	GA	FCB Financial Holdings Inc.	FL		07/24/18		2.7		20.4		15.8		229		21.4			(1.8	)		12.2		9.9		1.24			11.0			40.8		0.22
Fifth Third Bancorp	OH	MB Financial Inc.	IL		05/21/18		4.6		15.1		19.2		271		—			24.2			20.2		8.9		1.54			11.1			63.9		0.51
First Horizon National Corp.	TN	Capital Bank Finl Corp	NC		05/04/17		2.2		N/M		21.3		203		16.8			(2.9	)		10.1		11.0		0.81			6.1			56.5		0.78
Sterling Bancorp	NY	Astoria Financial Corp.	NY		03/07/17		2.2		N/M		—		159		9.9			—			14.6		9.7		0.48			4.2			72.4		1.70

Source:

S&P Global Market Intelligence

Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-12-months EPS, transaction price to forward EPS, transaction price to tangible book value per share, core deposit premium, and one-day market

premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.


	NYCB/ Flagstar		Nationwide Precedent Transactions
	NYCB/ Flagstar		Median		Mean		Low			High
Transaction Price / LTM Earnings Per Share (x)		4.2		17.7		17.4		10.3			23.6
Transaction Price / Fwd EPS (x)		9.3		16.4		17.3		13.8			21.3
Transaction Price / Tangible Book Value Per Share (%)		115		185		178		44			271
Tangible Book Value Premium to Core Deposits (%)¹		2.2		8.2		8.7		(7.4	)		21.4
1-Day Market Premium (%)		6.1		9.9		8.7		(2.9	)		24.2

¹	Excludes jumbo time deposits greater than $100,000 as of December 31, 2020 per Flagstar’s call report

Net Present Value Analyses.

Piper Sandler performed an analysis that estimated the net present value of NYCB common stock assuming NYCB performed in accordance with publicly available median analyst EPS estimates for NYCB for the quarters ending June 30, 2021, September 30, 2021 and December 31, 2021 as well as for the year ending December 31, 2022, as well as an estimated annual EPS growth rate for the years ending December 31, 2023 through December 31, 2025 and estimated dividends per share for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of NYCB. To approximate the terminal value of a share of NYCB common stock at December 31, 2025, Piper Sandler applied price to earnings multiples ranging from 9.0x to 15.0x and multiples of tangible book value ranging from 140% to 190%. Piper Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler’s review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to NYCB. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 13.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of NYCB common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of NYCB common stock of $9.38 to $17.21 when applying multiples of earnings and $11.14 to $17.46 when applying multiples of tangible book value.