| Item 7.01 | Regulation FD Disclosure |
On June 27, 2024, New York Community Bancorp, Inc. (“NYCB” or the “Company”) issued a press release announcing that its Board of Directors approved the Company to effect (a) a reverse stock split of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), by a ratio of 1-for-3, and (b) a corresponding reduction in the total number of authorized shares of Common Stock (together, the “Reverse Stock Split”). On July 2, 2024, NYCB issued a press release announcing that it expects the Reverse Stock Split to become effective at 5:01 p.m. ET on July 11, 2024. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2.
As previously disclosed, on June 5, 2024, at the 2024 annual meeting of shareholders of the Company (the “Annual Meeting”), the shareholders of the Company approved a proposal to amend the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate of Incorporation”) to effect the Reverse Stock Split.
The Reverse Stock Split is expected to become effective at 5:01 p.m. ET on July 11, 2024, following the effectiveness of a Certificate of Amendment to the A&R Certificate of Incorporation to be filed with the Secretary of State of the State of Delaware. When the Reverse Stock Split becomes effective, (i) every three shares of Common Stock issued and outstanding or held by the Company in treasury will be combined into one share of Common Stock and (ii) the number of authorized shares of Common Stock will be decreased from 2,000,000,000 to 666,666,666. It is expected that no fractional shares will be issued in connection with the Reverse Stock Split and shareholders otherwise entitled to receive a fractional share as a result of the Reverse Stock Split are expected to receive a cash payment in lieu of such fractional shares.
When the Reverse Stock Split becomes effective, the aggregate number of equity-based awards that remain available to be granted under the Company’s equity compensation plans will be decreased proportionately and proportionate adjustments will be made to the per share exercise price, share-based vesting criteria and the number of shares issuable upon the exercise of our outstanding stock options, as applicable, as well as to the number of shares that would be owned upon vesting and settlement of restricted stock units and other equity-based awards, as applicable.
When the Reverse Stock Split becomes effective, (a) the number of issued and outstanding shares of the Company’s Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), will remain unchanged; (b) the number of issued and outstanding shares of the Company’s Series B Noncumulative Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), will remain unchanged, and the ratio of shares of Common Stock into which each share of Series B Preferred Stock is convertible will be decreased proportionally; (c) although there are not currently any issued and outstanding shares of the Company’s Series C Noncumulative Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), the ratio of shares of Common Stock into which a share of Series C Preferred Stock is convertible will be decreased proportionally; (d) although there are not currently any issued and outstanding shares of Series D Non-Voting Common Equivalent Stock, par value $0.01 per share (the “Series D Preferred Stock”), the ratio of shares of Common Stock into which a share of Series D Preferred Stock is convertible will be decreased proportionally; and (e) the warrants issued and outstanding to purchase Series D Preferred Stock will remain unchanged. The Reverse Stock Split will not affect the Company’s authorized number of shares of preferred stock.
When the Reverse Stock Split becomes effective, the Common Stock will continue to trade, on a split-adjusted basis, on the New York Stock Exchange (“NYSE”) under the symbol “NYCB” and the Series A Preferred Stock will continue to trade, without adjustments, on the NYSE under the symbol “NYCB PA”, although a new CUSIP number will be assigned to the Common Stock as a result of the Reverse Stock Split.
The preceding information in this Item 7.01, as well as Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
