Flagstar Financial Inc 2024年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THEFISCAL YEAR ENDEDDECEMBER31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-31565 Shares registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule12b-2 of the Exchange Act. Large Accelerated Filer☒AcceleratedFiler☐SmallerReportingCompany☐Non-AcceleratedFiler☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐. Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June 30, 2024, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was$1.7billion.This figure isbased on the closing price of the registrant’s common stock on June 28, 2024 (the last business day of the registrant’s most recent completed secondfiscal quarter), $9.66 per share,as reported by the New York Stock Exchange. The number of shares of the registrant’s common stock outstanding as of February28, 2025 was414,720,220shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June4, 2025 are incorporated by reference intoPart III. FLAGSTAR FINANCIAL,INC.FORM 10-KFOR THE FISCAL YEAR ENDEDDECEMBER31, 2024TABLE OF CONTENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING LANGUAGE ITEM1.BUSINESSITEM 1A.RISK FACTORSITEM 1B.UNRESOLVED STAFF COMMENTSITEM 1C.CYBERSECURITYITEM2.PROPERTIESITEM3.LEGAL PROCEEDINGSITEM4.MINE SAFETY DISCLOSURES PARTIIITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASESOF EQUITY SECURITIES46ITEM6.RESERVED48ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS48ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK73ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA74ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES146ITEM9A.CONTROLS AND PROCEDURES146ITEM9B.OTHER INFORMATION148ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS148 PARTIIIITEM10.DIRECTORS, EXECUTIVE OFFICERSAND CORPORATE GOVERNANCE149ITEM11.EXECUTIVE COMPENSATION149ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS149ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE149ITEM14.PRINCIPAL ACCOUNTING FEES AND SERVICES149 PARTIVITEM15.EXHIBITSANDFINANCIAL STATEMENT SCHEDULES151ITEM 16.FORM 10-K SUMMARY154 For the purpose of this Annual Report on Form 10-K, the words “we,” “us,” “our,” and the “Company