UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-31565
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
New York Community Bancorp, Inc. Employee Savings Plan
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, NY 11801
REQUIRED INFORMATION
| 1. | Financial Statements. |
| 2. | Supplemental Schedule. |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) at December 31, 2023
| 3. | Exhibits. |
Exhibit 23: Consent of Independent Registered Public Accounting Firm
| Note: | All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
FINANCIAL STATEMENTS
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2023 and 2022
(With Report of Independent Registered Public Accounting Firm)
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
| Page(s) | ||||
| 1 | ||||
Financial Statements: | ||||
Statements of Net Assets Available for Plan Benefits as of December 31, 2023 and 2022 | 2 | |||
| 3 | ||||
| 4 - 10 | ||||
Supplemental Schedule* | ||||
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2023 | 11 | |||
| * | Schedules required by Form 5500, which are not applicable, have not been included. |
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants
New York Community Bancorp, Inc. Employee Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for plan benefits of New York Community Bancorp, Inc. Employee Savings Plan (the Plan) as of December 31, 2023 and 2022, the related statements of changes in net assets available for plan benefits for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for plan benefits for the years then ended in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Accompanying Supplemental Information
The Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2023 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
| /s/ KPMG LLP |
We have served as the Plan’s auditor since 2001.
New York, New York
June 28, 2024
1
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2023 and 2022
| 2023 | 2022 | |||||||
Assets: | ||||||||
Investments at Fair Value (note 3): | ||||||||
Mutual funds | $ | 104,932,937 | $ | 163,962,145 | ||||
Common stock fund of employer | 174,226,240 | 166,985,306 | ||||||
Preferred stock fund of employer | — | 672,532 | ||||||
Collective trust fund | 34,680,193 | 32,834,800 | ||||||
Money market fund | — | 3,020 | ||||||
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Total investments | 313,839,370 | 364,457,803 | ||||||
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Receivables: | ||||||||
Notes receivable from participants | 12,268,114 | 9,135,878 | ||||||
Contributions receivable | 1,673,372 | 207,586 | ||||||
Due from broker | 217,123,840 | — | ||||||
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Total receivables | 231,065,326 | 9,343,464 | ||||||
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Non-interest-bearing cash | 95 | 88,256 | ||||||
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Total assets | $ | 544,904,791 | $ | 373,889,523 | ||||
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Liabilities: | ||||||||
Due to broker | $ | 44,859 | $ | 41,216 | ||||
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Net assets available for plan benefits | $ | 544,859,932 | $ | 373,848,307 | ||||
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See accompanying notes to financial statements.
2
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2023 and 2022
| 2023 | 2022 | |||||||
Additions (deductions) to net assets attributed to: | ||||||||
Investment income (loss): | ||||||||
Net appreciation (depreciation) in fair value of investments | $ | 63,770,981 | $ | (109,101,006 | ) | |||
Interest and dividends on investments and cash balances | 19,400,645 | 17,282,523 | ||||||
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Total investment income (loss) | 83,171,626 | (91,818,483 | ) | |||||
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Interest on notes receivable from participants | 437,894 | 276,663 | ||||||
Contributions: | ||||||||
Participant contributions | 24,317,988 | 14,816,450 | ||||||
Employer contributions | 9,632,477 | 6,478,296 | ||||||
Rollover contributions | 106,519,469 | 639,892 | ||||||
Transfer from ESOP trustee | — | 4,170,096 | ||||||
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Total contributions | 140,469,934 | 26,104,734 | ||||||
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Total additions (deductions) | 224,079,454 | (65,437,086 | ) | |||||
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Deductions from net assets attributed to: | ||||||||
Benefits paid to participants | 47,147,983 | 28,202,206 | ||||||
Dividends paid to participants | 5,348,773 | 5,614,822 | ||||||
Administrative expenses | 571,073 | 516,744 | ||||||
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Total deductions | 53,067,829 | 34,333,772 | ||||||
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Net increase (decrease) | 171,011,625 | (99,770,858 | ) | |||||
Net assets available for plan benefits at: | ||||||||
Beginning of year | 373,848,307 | 473,619,165 | ||||||
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End of year | $ | 544,859,932 | $ | 373,848,307 | ||||
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See accompanying notes to financial statements.
3
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
December 31, 2023 and 2022
| (1) | Description of the Plan |
The following brief description of the New York Community Bancorp, Inc. Employee Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Document for more complete information.
| (a) | General |
The Plan is a defined contribution plan sponsored by New York Community Bancorp, Inc. (the “Bank” or “Plan Sponsor” or “Employer”). The Plan provides benefits for eligible employees of the Bank, New York Community Bank, the former Synergy Financial Group, the former Penn Federal Savings Bank, the former Atlantic Bank of New York, the former Long Island Commercial Bank, the former Roslyn Savings Bank, the former Richmond County Savings Bank, the former CFS Bank, the former Queens County Savings Bank, the former AmTrust Bank, and the former Desert Hills Bank. The Plan is administered by Pentegra Retirement Services, Inc.
The Plan provides retirement benefits for the employees of the Bank and is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The assets of all participants are held in the Plan and are collectively invested and reinvested by Pentegra Trust Company (the “Trustee”).
| (b) | Eligibility |
For the 2022 plan year, any salaried employee who reached the age of 21 and who was not covered by a collective bargaining agreement was eligible to participate upon completion of one month of eligible service, as defined in the Plan Document. Effective January 1, 2023, there is no longer a minimum age requirement or period of eligible service requirement to be eligible to participate in the Plan. Additionally, effective January 1, 2024, employees compensated on an hourly basis are eligible to participate.
| (c) | Contributions |
Participants may authorize the Bank to reduce their pre-tax compensation each pay period by 1% to 100% and to contribute those amounts to the Plan, subject to the maximum dollar limitations of the Internal Revenue Code (“IRC”). Effective January 1, 2024, the contribution rate changed to a maximum of up to 60%. Participants may also elect to have post-tax dollars deducted subject to limitations of the IRC. The Bank may make matching and special contributions on a discretionary basis. Effective January 1, 2020, the Bank added a safe harbor match to the Plan. Based on an employee’s elective deferrals, the Plan will offer a match equal to 100% of employee deferrals into the Plan for the first 3% of eligible pay and 50% on the next 2% of eligible pay. This formula provides a total match of 4% if an employee defers at least 5% of eligible pay. In 2023 and 2022, the Bank contributed $9.6 million and $6.5 million, respectively, in matching contributions. No special discretionary employer contributions were made in 2023 or 2022.
In connection with the Employer’s assumption of certain assets, deposits and other liabilities of Signature Bridge Bank on March 20, 2023 (the “Signature Acquisition”), certain participants in the former Signature Bank Employee 401K Plan (the “Signature Plan”) became employees of the Employer and, effective July 17, 2023, became eligible to enroll in the Plan. Upon termination of the Signature Plan, the Signature Plan participant who are now employees of the Employer, were able to roll over their existing Signature Plan accounts balances to the Plan, including any outstanding Signature Plan loans maintained by such Signature Plan participants. Accordingly, beginning on November 6, 2023, $100,435,454 of Signature Plan participant balances were rolled over into the Plan and included in Rollover contributions in the Statements of Changes in Net Assets Available for Plan Benefits.
4
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
Effective December 6, 2021, the New York Community Bancorp, Inc. (“NYCB”) Employee Stock Ownership Plan (“ESOP”) merged into the Plan. All unvested ESOP shares were 100% vested. NYCB shares that were held through the ESOP are held in the Plan’s Stock Fund. This resulted in a transfer from the ESOP Plan of $189.3 million. Cash of $4.2 million, which was previously held in the ESOP, was transferred to the Plan. No assets remain in the ESOP.
| (d) | Investment Options |
Participants are allowed to invest in one or more of the investment options. Participants may, at any time, change their investment elections or transfer between different investment options. The Plan consists of three groups of investment funds – the fixed-income funds, which are invested in fixed income investments with limited equity holdings, the equity funds, which permit a higher percentage of funds to be invested in common and preferred stock, and the target retirement funds, which are broadly diversified funds that invest in U.S. and international stocks and bonds. The target retirement funds gradually shift from more aggressive investments to conservative investments based on its target date. As of December 31, 2023, and 2022, the Plan’s investments consisted of mutual funds, common stock of New York Community Bancorp, Inc., and a collective trust fund (Met Life Stable Value Fund). A money market fund was available as of December 31, 2022, but not 2023. Effective December 1, 2023, the NYCB Depositary Share Fund merged into the NYC Common Stock Fund and therefore, the NYCB Depositary Share Fund is no longer available as an investment option.
| (e) | Participant Accounts |
Separate accounts are maintained for each participant to accumulate Employer, participant and rollover contributions. Participants’ accounts are credited with contributions made on their behalf in accordance with participant salary deduction arrangements, employer contributions (if any), and Plan earnings and losses. Plan earnings and losses are allocated based on account balances and investment options, which the participant chooses. Participants’ accounts were charged an administrative fee of 0.19% (19 basis points) during 2023 and 2022, by Pentegra Trust Company on assets held in all funds other than the investment funds of the stock fund. The administrative fee is included in administrative expenses on the Statements of Changes in Net Assets Available for Plan Benefits.
| (f) | Vesting |
Participants are fully vested in their pre-tax and after-tax contribution accounts and their rollover accounts, and such accrued benefits are nonforfeitable at all times. The employer safe harbor matching contributions are also fully vested and nonforfeitable at all times.
| (g) | Notes Receivable from Participants |
Participants may borrow from their account balance up to a maximum equal to the lesser of $50,000 or 50% of the participant’s vested account balance. Any loan must be repaid within a five-year period, except if the loan is made for the purpose of purchase or construction of the primary residence of the participant, then such loan may be repaid over a period not exceeding thirty years. The loans are secured by the balance in the participant’s account and bear the prime rate of interest on the first day of the month in which the loan was made and fixed for the life of the loan. The interest rates on participant loans ranged from 2.25% to 9.00% and 2.25% to 8.25% at December 31, 2023 and December 31, 2022, respectively, with maturities up to 30 years.
5
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
In the event of a loan default, the amount of the outstanding balance will be deducted from any distributions. Loan default distributions will be treated as taxable income to the participant in the year of default.
| (h) | Payment of Benefits |
Benefit payments begin at the participant’s election after he or she ceases to be an employee due to disability, retirement, or other termination of employment or death. Under the Plan’s provisions, withdrawals of funds other than at disability, retirement, or other termination of employment or death will be permitted subject to certain limitations, as defined. Participants may elect to receive benefits from several options available as set forth in the Plan.
Participants may elect to have allocated cash dividends declared on the employer common stock and received by the Trustee distributed in cash or elect to reinvest the dividends. For the dividends declared on the employer preferred stock, participants may only reinvest the dividends in the preferred stock account. For the years ended December 31, 2023 and 2022, common and preferred stock dividends of $5,348,773 and $5,614,822, respectively, were paid to Plan participants.
| (i) | Due from Broker |
Effective January 1, 2024, the Plan Document was amended and restated to appoint Empower Trust Company, LLC (“Empower”) as successor trustee to Pentegra Trust Company (“PTC”). On December 29, 2023, $217,123,840 of assets of the Plan were transferred out of PTC, which were received by Empower in January 2024. Such assets are recorded within Due from broker on the Statements of Net Assets Available for Plan Benefits as of December 31, 2023.
| (2) | Summary of Significant Accounting Policies |
| (a) | Basis of Presentation |
The accompanying financial statements of the Plan have been prepared on the accrual method of accounting.
| (b) | Use of Estimates |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management of the Plan to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and assumptions.
| (c) | Investment Valuation and Income Recognition |
The Plan’s investments are stated at fair value. Money market, mutual funds and common and preferred stock and the collective trust fund, which consists of the MetLife Stable Value Fund, are valued using quoted market prices from national exchanges and/or inputs derived principally from or corroborated by observable market data. Investment transactions are recorded on a trade date basis. Dividend income is recognized on the ex-dividend date. Investment income is recorded on the accrual basis.
| (d) | Notes Receivable from Participants |
Notes receivable from participants are equal to the outstanding principal balances plus accrued interest.
| (e) | Payment of Benefits |
Benefits to participants or their beneficiaries are recorded when paid.
6
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
| (f) | Administrative Expenses |
Administrative fees of Pentegra Trust Company are charged to the Plan (see note 1(e)). All other administrative expenses of the Plan are paid by the Employer. Expenses directly related to the managing of the mutual funds (such as investment management fees, commissions, and other transaction costs) are charged against the assets of the applicable fund to which such expenses directly relate.
| (3) | Investments |
Investments held by the Plan are reported at fair value.
U.S. GAAP sets forth a definition of fair value, establishes a consistent framework for measuring fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. U.S. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| • | Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| • | Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| • | Level 3 – Inputs to the valuation methodology are significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants use in pricing an asset or liability. |
A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
7
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
The following tables present the Plan’s fair value hierarchy for those investments measured at fair value as of December 31, 2023 and 2022:
| Fair value measurements at December 31, 2023 using | ||||||||||||||||
Description | Assets measured at fair value at Dec. 31, 2023 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
Mutual Funds | $ | 104,932,937 | $ | 104,932,937 | $ | — | $ | — | ||||||||
Common Stock | 174,226,240 | 174,226,240 | — | — | ||||||||||||
Collective Trust Fund: Reliance MetLife | ||||||||||||||||
Stable Value Fund | 34,680,193 | — | 34,680,193 | — | ||||||||||||
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Total investments at fair value | $ | 313,839,370 | $ | 279,159,272 | $ | 34,680,193 | $ | — | ||||||||
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| Fair value measurements at December 31, 2022 using | ||||||||||||||||
Description | Assets measured at fair value at Dec. 31, 2022 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
Mutual Funds | $ | 163,962,145 | $ | 163,962,145 | $ | — | $ | — | ||||||||
Common Stock | 166,985,306 | 166,985,306 | — | — | ||||||||||||
Preferred Stock | 672,532 | 672,532 | — | — | ||||||||||||
Collective Trust Fund: Reliance MetLife | ||||||||||||||||
Stable Value Fund | 32,834,800 | — | 32,834,800 | |||||||||||||
Money Market Fund | 3,020 | 3,020 | — | — | ||||||||||||
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Total investments at fair value | $ | 364,457,803 | $ | 331,623,003 | $ | 32,834,800 | $ | — | ||||||||
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The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. In 2023, the Plan determined that its investment in the Reliance MetLife Stable Value Fund, previously considered to be valued at net asset value as a practical expedient, had a readily determinable fair value and therefore should have been classified under Level 2 in the fair value hierarchy. The Plan has corrected the classification of this investment in the 2022 fair value hierarchy. The Plan does not consider the impact of the reclassification to be material to the prior period financial statements. Other than the change in the presentation of the Plan’s investment in the Reliance MetLife Stable Value Fund, there were no changes in the fair value hierarchy classification and no transfers of assets between levels within the fair value hierarchy.
8
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
| (4) | Risks and Uncertainties |
The Plan offers a number of investment options including common and preferred stock of New York Community Bancorp, Inc. and a variety of investment funds, some of which are mutual funds. The investment funds include U.S. equities, international equities, and fixed income securities. Investment securities, in general, are exposed to various risks, such as interest, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts, reported in the Statements of Net Assets Available for Plan Benefits and participant account balances.
The Plan invests indirectly in securities with contractual cash flows such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across various participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the common and preferred stock fund of the employer, which invests in a single security, the common and preferred stock of New York Community Bancorp, Inc.
At December 31, 2023 and 2022, approximately 32% and 45%, respectively, of the Plan’s net assets were invested in the common stock fund of the employer. As of December 31, 2023, and 2022, 0% and 0.18%, respectively of the Plan’s net assets were invested in the preferred stock fund of the employer. The underlying value of the common and preferred stock is entirely dependent upon the performance of the employer and the market’s evaluation of such performance. It is at least reasonably possible that changes in the fair value of the New York Community Bancorp, Inc. common stock in the near term could materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statements of Changes in Net Assets Available for Plan Benefits.
| (5) | Related Party Transactions (Parties-in-Interest) |
Pentegra Retirement Services, Inc. is the record-keeper for the Plan. Pentegra Trust Company is the trustee and Reliance Trust Company is the custodian of the Plan for the years ended December 31, 2023 and 2022. The Plan invests in the common and preferred stock of the Plan Sponsor. These transactions qualify as parties-in-interest transactions.
Certain fees paid to related parties for services to the Plan were paid by the Plan Sponsor. Mutual fund operation expenses are paid from a fund’s assets and are reflected in the fund’s share/unit price and dividends.
KPMG LLP, the auditor of the Plan’s financial statements, is also a party-in-interest as defined by ERISA.
| (6) | Income Tax Status |
The Internal Revenue Service has determined and informed the Bank by a letter dated October 22, 2013 that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan administrator believes that the Plan is currently designed, and being operated, in compliance with the applicable requirement of the IRC. Therefore, they believe that the Plan was qualified, and the related trust was tax-exempt as of the financial statement date.
9
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2023 and 2022
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
| (7) | Plan Termination |
Although it has not expressed any intent to do so, the Plan Sponsor reserves the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a plan termination, participants become 100% vested in all employer contributions.
| (8) | Subsequent Events |
The Plan evaluated subsequent events through June 28, 2024, the date on which the financial statements were issued.
Effective January 1, 2024, in connection with the acquisition of Flagstar Bank by the Employer, the following entities became subsidiaries of the Employer and all employees of the subsidiaries were eligible to participate in the Plan: Flagstar Financial & Leasing, LLC; Flagstar Public Funding Corp., Flagstar Advisors, Inc., and Flagstar Bank, N.A.
Effective January 1, 2024, amendments to the Plan include the following: incorporation of all Plan amendments, if any, made to the Plan since the last amendment and restatement of the Plan; appointment of Empower as successor trustee to PTC; the appointment of Pentegra Services, Inc. as the 3(16) Plan Administrator and in accordance with the Defined Contribution Fiduciary Service Agreement Institutional 3(16) Services Package; the acquisition of Flagstar Bank by the Employer and the merger of Flagstar Bank with and into the Employer, and the merger of the Flagstar Bank 401(k) Plan with and into the Plan (“Flagstar Merger”); and incorporate technical modifications to the Plan due to the Flagstar Merger and the appointment of Empower as directed successor trustee to PTC.
There have been no other events that have occurred that would require adjustment to or disclosure in the financial statements.
10
NEW YORK COMMUNITY BANCORP, INC.
EMPLOYEE SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2023
Identity of issue | Description of investment | Number of shares/units | Current value | |||||||
Common stock of employer: | ||||||||||
| *New York Community Bancorp, Inc. | Common stock | 17,030,913 | $ | 174,226,240 | ||||||
Mutual funds: | ||||||||||
Vanguard | Institutional Index Fund | 111,357 | 43,816,617 | |||||||
Vanguard | Mid Cap Index Fund | 371,932 | 23,669,756 | |||||||
Vanguard | Small Cap Index Fund | 188,870 | 19,300,619 | |||||||
Vanguard | Total Bond Market Index Fund | 1,447,254 | 14,052,841 | |||||||
Vanguard | Value Index Fund | 20 | 1,182 | |||||||
Vanguard | Growth Index Fund | 9 | 1,509 | |||||||
Vanguard | Developed Markets Index Fund Investor | 21 | 329 | |||||||
Vanguard | Target Retirement 2020 Fund Investor | 18,547 | 498,353 | |||||||
Vanguard | Target Retirement 2025 Fund Investor | 40,358 | 741,785 | |||||||
Vanguard | Target Retirement 2030 Fund Investor | 16,591 | 588,471 | |||||||
Vanguard | Target Retirement 2035 Fund Investor | 24,260 | 536,632 | |||||||
Vanguard | Target Retirement 2040 Fund Investor | 9,246 | 363,357 | |||||||
Vanguard | Target Retirement 2045 Fund Investor | 16,446 | 438,445 | |||||||
Vanguard | Target Retirement 2050 Fund Investor | 6,403 | 284,554 | |||||||
Vanguard | Target Retirement 2055 Fund Investor | 5,773 | 286,287 | |||||||
Vanguard | Target Retirement 2060 Fund Investor | 1,870 | 85,441 | |||||||
Vanguard | Target Retirement 2065 Fund Investor | 845 | 25,302 | |||||||
Vanguard | Target Retirement 2070 Fund Investor | 51 | 1,206 | |||||||
Vanguard | Target Retirement Income | 18,467 | 240,251 | |||||||
|
| |||||||||
Subtotal Mutual Funds | 279,159,177 | |||||||||
|
| |||||||||
Collective trust fund: | ||||||||||
Reliance MetLife | Stable Value Fund GAC Series 25053 | 320,365 | 34,680,193 | |||||||
Participant loans: | ||||||||||
* Participant loans | 1,257 loans to participants with interest rates of 2.25% to 9.00% with maturities up to 30 years | 12,268,114 | ||||||||
|
| |||||||||
| $ | 326,107,484 | |||||||||
|
| |||||||||
| * | Parties-in-interest as defined by ERISA |
See accompanying Report of Independent Registered Public Accounting Firm.
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 28, 2024 | New York Community Bancorp, Inc. | |||||
| Employee Savings Plan | ||||||
| By: | /s/ Joanne Strucker | |||||
| Joanne Strucker | ||||||
| Plan Administrator | ||||||
EXHIBIT INDEX
Exhibit No. | Description of the Exhibit | |
| 23.1 | Consent of Independent Registered Public Accounting Firm – KPMG LLP | |
