Exhibit 99.1
Special Black-Out Notice Concerning Limitations on
Trading in New York Community Bancorp, Inc. Equity Securities
To: | Executive Officers and Directors of New York Community Bancorp, Inc. (“NYCB”) |
Senior Executive Vice President, General Counsel and Corporate Secretary
The purpose of this notice is to inform you of an impending “blackout period” for trading in NYCB equity securities (“NYCB stock”) due to the transition of the New York Community Bancorp, Inc. Employee Savings Plan and Flagstar 401(k) Plan (together, the “401(k) Plan”) to Empower Retirement, LLC (“Empower”), which is expected to begin on December 21, 2023, 4pm EST. This notice is provided to you pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002. This blackout period, which is described in more detail below, is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan to Empower.
Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of New York Community Bancorp, Inc. (“NYCB”) will generally be prohibited from engaging in transactions involving NYCB equity securities (including NYCB preferred stock or options and other derivatives based on NYCB stock) during this blackout period, including transactions involving shares of NYCB stock that are held outside of the 401(k) Plan.
If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.
The blackout period is expected to begin at 4pm Eastern Time on December 21, 2023, and is expected to be completed by the week of January 15, 2024, provided, however, that the blackout period may be extended due to events that are beyond the control of NYCB. We will notify you of any changes that affect the duration of the blackout period. In addition, during the blackout period and for a period of two years after the end of the blackout period, you may obtain, without charge, information regarding the blackout period, including the actual beginning and end dates of the blackout period, by contacting, in writing, Jan Klym at 5151 Corporate Drive, Troy, Michigan 48098, phone: 248-312-6029 or jan.klym@flagstar.com.
As a general matter, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of NYCB that you acquired in connection with your service as an executive officer or director. “Equity securities” are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest.