Flagstar金融公司美股招股说明书(2025-07-25版)

Flagstar Financial, Inc. time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-280398). This prospectussupplement is being filed to update and supplement the information in the Prospectus with the information contained in Item 1.01 ofour Current Report on Form 8-K filed with the Securities and Exchange Commission on July24, 2025 (the “Form 8-K”). Accordingly,we have attached the Form 8-K to this prospectus supplement. value $0.01 per share (“Common Stock”), and (ii) 314,954 net-settled warrants (“Warrants”). The shares of Common Stock andWarrants are referred to as the “Securities” herein. prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. closing price of our Common Stock on the NYSE was $12.05 per share. The Warrants are not listed for trading on the NYSE or anyother national securities exchange. Neither the Securities and Exchange Commission nor any other state securities commission has approved ordisapproved of the Securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Anyrepresentation to the contrary is a criminal offense. CURRENT REPORTPursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 FLAGSTAR FINANCIAL, INC. On July 24, 2025, Flagstar Financial, Inc. (the “Company”), as part of an internal reorganization to streamline its corporate structure, nationally chartered banking association (the “Bank”). Under the terms of the Plan of Merger, the Company will be merged with andinto the Bank (the “Merger”), with the Bank continuing as the surviving entity (the “Surviving Entity”). Under the Plan of Merger, theSurviving Entity will bear the name Flagstar Bank, N.A. and will continue to operate with its existing brand name and management teams in markets throughout the United States. At the effective time of the Merger, the outstanding shares of the Company’s common and Series A preferred stock will be cancelledand cease to exist, and the outstanding shares of the Company’s common and Series A preferred stock will automatically be convertedinto an equivalent number of shares of the Surviving Entity’s common and Series A preferred stock. The Company’s Series B and Series D preferred stock shall also be converted into common stock of the Bank, except that such conversion shall instead be into non- either Series D preferred stock or common stock of the Company will be converted automatically into a warrant to purchase commonstock of the Surviving Entity. Immediately following the Merger, the Surviving Entity will have substantially the same outstanding Merger. Immediately after the Merger, the Surviving Entity will have substantially the same consolidated assets, liabilities andshareholders’ equity as the Company. The Surviving Entity will assume the Company’s debt obligations, equity incentive plans, equitycompensation plans, and other compensation plans. As an initial step of closing the Merger, the Company will be an interim federalsavings association, which will immediately merge with the Bank, with the Bank then continuing as the Surviving Entity. registered with the Surviving Entity’s primary banking regulator, the Office of the Comptroller of the Currency (“OCC”), under theSecurities Exchange Act of 1934, as amended. Following the Merger, the Surviving Entity will file periodic and current reports andother required materials with the OCC.The Surviving Entity will have the same board of directors following the Merger as the Company had immediately prior thereto.Executive officers of the Company immediately prior to the Merger will hold the same positions and titles with the Surviving Entityfollowing the Merger. The foregoing summary of the Merger and the terms and conditions of the Plan of Merger does not purport to be complete and isqualified in its entirety by reference to the complete text of the Plan of Merger, which is attached hereto as Exhibit 2.1 andincorporated herein by reference. Beginning on July 24, 2025, Flagstar Financial, Inc. (the “Company”) intends to distribute and make available to investors, and to poston its website, the written presentation attached hereto as Exhibit 99.2. Financial Statements and Exhibits Bank, N.A. Merger entered into with Flagstar Bank, N.A.(d)(iii) Attached as Exhibit 99.2 is the text of a written presentation that the Company intends to distribute and make available to Press release issued by the Company on July 24, 2025Written presentation to be distributed and made available to investors, and posted on the Company’s website, beginning July 24, 2025Cover Page Interactive Data File (embedded within the Inline XBRL document). Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be