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, 2024
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:
|
Flagstar Financial, Inc. Employee Savings Plan
(formerly known as the 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:
|
Flagstar Financial, Inc.
102 Duffy Avenue
Hicksville, NY 11801
REQUIRED INFORMATION
| 1. |
Financial Statements.
|
| 2. |
Supplemental Schedules.
|
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) at December 31, 2024
Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2024
| 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
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Financial Statements and Supplemental Schedules
December 31, 2024 and 2023
(With Report of Independent Registered Public Accounting Firm)
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Table of Contents
| Page(s) | |
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1
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Financial Statements:
|
|
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2
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|
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3
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|
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4 - 10
|
|
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Supplemental Schedules*
|
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| 11 |
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12
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* 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
Flagstar Financial, Inc. Employee Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for plan benefits of Flagstar Financial, Inc. Employee Savings Plan (the Plan) as of December 31, 2024 and 2023, the related statements of changes in net assets available for
plan benefits for the years ended December 31, 2024 and 2023, 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, 2024 and 2023, and the changes in net assets available for plan benefits for the years ended December 31, 2024 and 2023, 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) and Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2024 have 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 27, 2025
|
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2024 and 2023
|
2024
|
2023
|
|||||||
|
Assets:
|
||||||||
|
Investments at Fair Value (Note 3):
|
||||||||
|
Mutual funds
|
$
|
296,701,282
|
$
|
104,932,937
|
||||
|
Common stock fund of employer
|
45,756,216
|
174,226,240
|
||||||
|
Collective trust funds
|
554,007,441
|
34,680,193
|
||||||
|
Money market fund
|
1,004,706
|
-
|
||||||
|
Total investments
|
897,469,645
|
313,839,370
|
||||||
|
Receivables:
|
||||||||
|
Notes receivable from participants
|
20,287,201
|
12,268,114
|
||||||
|
Contributions receivable
|
-
|
1,673,372
|
||||||
|
Due from broker (Note 1)
|
405
|
217,123,840
|
||||||
|
Total receivables
|
20,287,606
|
231,065,326
|
||||||
|
Non-interest-bearing cash
|
-
|
95
|
||||||
|
Total assets
|
$
|
917,757,251
|
$
|
544,904,791
|
||||
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Liabilities:
|
||||||||
|
Due to broker
|
$
|
-
|
$
|
44,859
|
||||
|
Net assets available for plan benefits
|
$
|
917,757,251
|
$
|
544,859,932
|
||||
See accompanying notes to financial statements.
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 2024 and 2023
|
2024
|
2023
|
|||||||
|
Additions (deductions) to net assets attributed to:
|
||||||||
|
Investment income:
|
||||||||
|
Net (depreciation) appreciation in fair value of investments
|
$
|
(765,653
|
)
|
$
|
63,770,981
|
|||
|
Interest and dividends on investments and cash balances
|
12,483,497
|
19,400,645
|
||||||
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Total investment income
|
11,717,844
|
83,171,626
|
||||||
|
Interest on notes receivable from participants
|
1,418,206
|
437,894
|
||||||
|
Contributions:
|
||||||||
|
Participant contributions
|
64,964,347
|
24,317,988
|
||||||
|
Employer contributions
|
26,392,709
|
9,632,477
|
||||||
|
Rollover contributions
|
16,173,037
|
106,519,469
|
||||||
|
Total contributions
|
107,530,093
|
140,469,934
|
||||||
|
Total additions
|
120,666,143
|
224,079,454
|
||||||
|
Deductions from net assets attributed to:
|
||||||||
|
Benefits paid to participants
|
172,717,608
|
47,147,983
|
||||||
|
Dividends paid to participants
|
479,613
|
5,348,773
|
||||||
|
Administrative expenses
|
570,125
|
571,073
|
||||||
|
Total deductions
|
173,767,346
|
53,067,829
|
||||||
|
Net (decrease) increase
|
(53,101,203
|
)
|
171,011,625
|
|||||
|
Transfer of assets into the Plan (Note 1)
|
425,998,522
|
-
|
||||||
|
Net assets available for plan benefits at:
|
||||||||
|
Beginning of year
|
544,859,932
|
373,848,307
|
||||||
|
End of year
|
$
|
917,757,251
|
$
|
544,859,932
|
||||
See accompanying notes to financial statements.
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (1) |
Description of the Plan
|
The following brief description of the Flagstar Financial, Inc. Employee Savings Plan (the “Plan”) is provided for general information purposes only. Effective October 28, 2024, New York Community
Bancorp Inc. changed its name and trading symbol to Flagstar Financial, Inc. and “FLG” and at the same time, the name of the Plan was changed to Flagstar Financial, Inc. Employee Savings Plan.
| (a) |
General
|
The Plan is a defined contribution plan sponsored by Flagstar Financial, Inc. (the “Bank” or “Plan Sponsor” or “Employer”). The Plan is administered by Empower Retirement LLC.
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 Empower Trust Company LLC (the “Trustee”).
Effective January 1, 2024, in connection with the acquisition of Flagstar Bank, N.A. by the Bank, the following entities became subsidiaries of the Bank and all employees of the subsidiaries became eligible to
participate in the Plan: Flagstar Financial & Leasing, LLC; Flagstar Public Funding Corp., Flagstar Advisors, Inc., and Flagstar Bank, N.A., which were participants in the Flagstar 401(k) Plan. In 2024, all net assets available for plan
benefits from the Flagstar Bank 401(k) plan were transferred to the Plan.
Effective January 1, 2024, amendments to the Plan include the following: appointment of Empower Trust Company LLC (“Empower”) as successor trustee to Pentegra Trust Company (“PTC”, “Plan
Administrator”); the appointment of Pentegra Services, Inc. as the 3(16) Plan Administrator in accordance with the Defined Contribution Fiduciary Service Agreement Institutional 3(16) Services Package; the transfer of the Flagstar Bank 401(k) Plan
with and into the Plan (“Flagstar Merger”); and the engagement of CAPTRUST Financial Advisors as an investment advisor to the Plan.
In connection with the Bank’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 Bank and, effective July 17, 2023, became eligible to enroll in the Plan. Upon termination of the Signature Plan, the Signature Plan participants who are now
employees of the Bank, were eligible to roll over their existing Signature Plan accounts balances to the Plan, including any outstanding Signature Plan loans.
| (b) |
Eligibility
|
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 in the Plan.
| (c) |
Contributions
|
Employee Contributions
Effective January 1, 2024, Participants may authorize the Bank to contribute to the Plan each pay period 1% to 60% of their pre-tax compensation (Before-Tax Contributions), Roth after-tax
compensation (Roth Contributions) or a specific dollar value, subject to the maximum dollar limitations of the Internal Revenue Code ("IRC"). Prior to January 1, 2024, the maximum contribution amount Participants could reduce their pre-tax
compensation each pay period by was up to 100%.
4
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
Safe Harbor Matching Contributions
The Bank matches a portion of employee contributions up to a max of 5% of eligible pay. For the first 3% of eligible pay, the Plan will match 100% of such amount. For the next 2% of eligible pay
the Plan will match 50% of such amount. In 2024 and 2023, the Bank contributed $26.4 million and $9.6 million, respectively, in matching contributions.
Employer Discretionary Contributions
The Employer may also make Discretionary Employer Contributions. No such contributions were made in 2024 or 2023.
|
(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. As of
December 31, 2024, and 2023, the Plan's investments consisted of mutual funds, money market funds, common stock of Flagstar Financial, Inc., and collective trust funds.
|
(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 directed salary deductions, 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. Each
participant account was charged an administrative fee of $39 per year during 2024 by Empower. In 2023, an administrative fee of 0.19% (19 basis points) was charged by PTC 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 contribution accounts. The employer safe harbor matching contributions are also fully vested and nonforfeitable at all times.
Participants previously within the Flagstar Bank 401(k) Plan with matching contributions made on their behalf prior to January 1, 2024 (“Flagstar Pre 2023 Matching Contributions”) generally become
vested after having been employed by the Bank based on the following schedule:
|
Years of Service:
|
Percent Vested:
|
|
Less than 1 year
|
0%
|
|
1 year but less than 2
|
33%
|
|
2 years but less than 3
|
66%
|
|
3 or more years
|
100%
|
If participants are not fully vested and leave the Bank for any reason other than retirement, disability, or death, the unvested portion of the Flagstar Pre 2023 Matching
Contributions and related earnings will be forfeited.
Forfeitures may be used to fund plan expenses or for reduction of future Employer contributions. Forfeitures applied to reduce employer match contributions were $620,318 during 2024. No forfeitures were used
during 2023. At December 31, 2024 and 2023, there were $171,172 and $0 unused forfeitures that were available.
5
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
|
(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 9.50% and 2.25% to 9.00% at December
31, 2024 and December 31, 2023, respectively, with maturities up to 30 years.
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, termination of employment or death. Under the Plan's provisions,
withdrawals of funds other than at disability, retirement, 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 years
ended December 31, 2024 and 2023, common stock dividends of $479,613 and $5,348,773, 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 as successor trustee to PTC. On December 29, 2023, $217,123,840 assets of the Plan were
transferred out of PTC, which were received by Empower in January 2024.
|
(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 stock and the collective trust funds 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.
6
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
| (d) |
Notes Receivable from Participants
|
Notes receivable from participants are equal to the outstanding principal balances plus accrued interest.
| (e) |
Contributions
|
Contributions to the Plan from participants and, when applicable from the Bank, are recorded in the period the payroll deductions are made from Plan participants.
|
(f)
|
Payment of Benefits
|
Benefits to participants or their beneficiaries are recorded when paid.
|
(g)
|
Administrative Expenses
|
Administrative fees are charged to the Plan. All other administrative expenses of the Plan are paid by the Bank. 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
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
The following tables present the Plan's fair value hierarchy for those investments measured at fair value as of December 31, 2024, and 2023:
|
Fair value measurements at December 31, 2024 using
|
||||||||||||||||
|
Description
|
Assets measured at
fair value at Dec. 31,
2024
|
Quoted prices
in active
markets for
identical assets
(Level 1)
|
Significant other
observable inputs
(Level 2)
|
Significant
Unobservable
inputs
(Level 3)
|
||||||||||||
|
Mutual Funds
|
$
|
296,701,282
|
$
|
296,701,282
|
$
|
-
|
$
|
-
|
||||||||
|
Common Stock
|
45,756,216
|
45,756,216
|
-
|
-
|
||||||||||||
|
Collective Trust Funds
|
554,007,441
|
-
|
554,007,441
|
-
|
||||||||||||
|
Money Market Fund
|
1,004,706
|
1,004,706
|
-
|
-
|
||||||||||||
|
Total investments at fair value
|
$
|
897,469,645
|
$
|
343,462,204
|
$
|
554,007,441
|
$
|
-
|
||||||||
|
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
|
-
|
||||||||||||
|
Total investments at fair value
|
$
|
313,839,370
|
$
|
279,159,272
|
$
|
34,680,193
|
$
|
-
|
||||||||
The methods described above may produce a fair value that may not be indicative of the net realizable value or 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.
There were no transfers between levels for the year ended December 31, 2024.
|
(4)
|
Risks and Uncertainties
|
The Plan offers a number of investment options including common stock of Flagstar Financial, Inc. and a variety of investment funds, some of which are mutual funds, collective trust funds and money
market 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.
8
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
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 stock fund of the employer, which invests in a single security, the common stock of Flagstar Financial, Inc.
At December 31, 2024 and 2023, approximately 5% and 32%, respectively, of the Plan's net assets were invested in the common stock fund of the employer. The underlying value of the common 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 Flagstar Financial, Inc. common stock in the near term could
materially affect participants account balances.
|
(5)
|
Related Party Transactions (Parties-in-Interest)
|
Empower Retirement, LLC. is the record-keeper for the Plan. Empower Trust Company LLC is the trustee and custodian of the Plan for the year ended December 31, 2024, and Pentegra Trust Company was
the trustee and Reliance Trust Company was the custodian of the Plan for the year ended December 31, 2023. The Plan invests in the common stock of the Plan Sponsor. These transactions qualify as parties-in-interest transactions.
Mutual fund operation expenses are paid from a fund's assets and are reflected in the fund's share/unit price and dividends.
CAPTRUST Financial Advisors is engaged as an investment advisor to the Plan.
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.
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, 2024 and 2023, 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.
9
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 2024 and 2023
|
(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)
|
Non-exempt Transactions
|
During the 2024 Plan year, employee withholdings totaling $4,778 were not remitted to the Plan within the appropriate time period by the Bank. These transactions constitute prohibited transactions
as defined by ERISA. The Bank remitted the withholding in January and February 2025 with lost earnings.
|
(9)
|
Subsequent Events
|
The Plan evaluated subsequent events through June 27, 2025, the date on which the financial statements were issued. There have been no events that have occurred that would require adjustment to or
disclosure in the financial statements.
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2024
|
Identity of issue
|
Description of investment
|
Number of shares/units
|
Current value
|
||||||||
|
Common stock of employer:
|
|||||||||||
|
*Flagstar Financial, Inc.
|
Common stock
|
4,904,203
|
$
|
45,756,216
|
|||||||
|
Money Market funds:
|
|||||||||||
|
Dreyfus
|
GOVERNMENT CASH MGMT INSTL
|
1,004,706
|
|||||||||
|
Mutual funds:
|
|||||||||||
|
JPMorgan
|
EQUITY INCOME R6
|
1,322,994
|
31,672,476
|
||||||||
|
MFS
|
NEW DISCOVERY VALUE R6
|
316,295
|
5,781,873
|
||||||||
|
PGIM
|
TOTAL RETURN BOND R6
|
1,092,418
|
12,934,230
|
||||||||
|
Principal
|
SMALLCAP GROWTH I R6
|
397,981
|
5,929,918
|
||||||||
|
T. Rowe
|
PRICE OVERSEAS STOCK I
|
191,387
|
2,398,084
|
||||||||
|
Vanguard
|
INSTITUTIONAL INDEX FUND
|
246,064
|
117,839,968
|
||||||||
|
Vanguard
|
MID CAP INDEX I
|
626,539
|
45,242,371
|
||||||||
|
Vanguard
|
SMALL CAP INDEX I
|
222,074
|
25,571,767
|
||||||||
|
Vanguard
|
TOTAL BOND MARKET INDEX INST
|
2,389,190
|
22,649,517
|
||||||||
|
Vanguard
|
TOTAL INTL STOCK INDEX INSTL
|
122,119
|
15,474,923
|
||||||||
|
Victory
|
SYCAMORE ESTABLISHED VALUE R6
|
243,665
|
11,206,155
|
||||||||
|
|
Subtotal Mutual Funds
|
296,701,282
|
|||||||||
|
Collective trust funds:
|
|||||||||||
|
Fidelity
|
FREEDOM 2010 CMGLD POOL D
|
79,399
|
950,404
|
||||||||
|
Fidelity
|
FREEDOM 2015 CMGLD POOL D
|
72,694
|
897,774
|
||||||||
|
Fidelity
|
FREEDOM 2020 CMGLD POOL D
|
920,823
|
11,712,869
|
||||||||
|
Fidelity
|
FREEDOM 2025 CMGLD POOL D
|
2,746,687
|
35,816,801
|
||||||||
|
Fidelity
|
FREEDOM 2030 CMGLD POOL D
|
4,157,383
|
55,708,932
|
||||||||
|
Fidelity
|
FREEDOM 2035 CMGLD POOL D
|
4,601,961
|
64,749,597
|
||||||||
|
Fidelity
|
FREEDOM 2040 CMGLD POOL D
|
3,525,465
|
52,141,622
|
||||||||
|
Fidelity
|
FREEDOM 2045 CMGLD POOL D
|
3,232,300
|
48,419,859
|
||||||||
|
Fidelity
|
FREEDOM 2050 CMGLD POOL D
|
2,740,510
|
41,052,840
|
||||||||
|
Fidelity
|
FREEDOM 2055 CMGLD POOL D
|
1,872,316
|
28,047,296
|
||||||||
|
Fidelity
|
FREEDOM 2060 CMGLD POOL D
|
971,016
|
14,545,816
|
||||||||
|
Fidelity
|
FREEDOM 2065 CMGLD POOL D
|
297,965
|
4,463,510
|
||||||||
|
Fidelity
|
FREEDOM INC CMGLD POOL D
|
901,853
|
10,452,480
|
||||||||
|
Fidelity
|
GROWTH COMPY COMMINGLED PL
|
1,921,126
|
135,900,469
|
||||||||
|
MFS
|
MID CAP GROWTH FUND CT
|
85,628
|
1,445,728
|
||||||||
|
Reliance MetLife
|
GAC SERIES 25053 CL M
|
428,123
|
47,701,444
|
||||||||
|
|
Subtotal Collective Trust Funds
|
554,007,441
|
|||||||||
|
Participant loans:
|
|||||||||||
|
*Participant loans
|
3,197 loans to participants with interest rates of 2.25%
to 9.50% with maturities up to 30 years
|
20,287,201
|
|||||||||
|
$
|
917,756,846
|
||||||||||
*Parties-in-interest as defined by ERISA.
See accompanying Report of Independent Registered Public Accounting Firm.
FLAGSTAR FINANCIAL, INC.
EMPLOYEE SAVINGS PLAN
For the year ended December 31, 2024
|
Participant contributions transferred late to Plan
|
Total that constitute nonexempt prohibited transactions
|
Total fully corrected under VFCP and PTE 2002-51
|
||
|
Check here if late participant loan repayments are included
|
Contributions not corrected
|
Contributions corrected outside VFCP (a)
|
Contributions pending correction in VFCP
|
|
|
$4,778 for the 2024 Plan year
|
$-
|
$4,778
|
$-
|
$-
|
|
(a)
|
During 2025, management identified late remittances of $4,778 for the Plan year 2024. $4,778 was remitted to the Plan in 2025 along with lost earnings.
See accompanying Report of Independent Registered Public Accounting Firm.
|
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 27, 2025
|
Flagstar Financial, Inc. Employee Savings Plan
|
||
|
By:
|
/s/ Joanne Strucker
|
||
|
Joanne Strucker
|
|||
|
Plan Administrator
|
|||
EXHIBIT INDEX
|
Exhibit No.
|
Description of the Exhibit
|
|
Consent of Independent Registered Public Accounting Firm – KPMG LLP
|