Filed Pursuant to Rule 424(b)(3)
Registration No. 333-280398
Prospectus Supplement No. 2
(to Prospectus dated May 8, 2025)
Flagstar Financial, Inc.
This prospectus supplement amends and supplements the prospectus dated May 8, 2025, as amended or supplemented from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-280398). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders listed in the section of the Prospectus entitled “Selling Securityholders” of up to (i) 263,828,622 shares of our common stock, par value $0.01 per share (“Common Stock”), and (ii) 314,954 net-settled warrants (“Warrants”). The shares of Common Stock and Warrants are referred to as the “Securities” herein.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Investing in the Securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of the Prospectus.
Our Common Stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “FLG.” On June 6, 2025, the closing price of our Common Stock on the NYSE was $11.76 per share. The Warrants are not listed for trading on the NYSE or any other national securities exchange.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of the Securities or passed on the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 6, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2025
FLAGSTAR FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-31565 | 06-1377322 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | Commission File Number | (IRS Employer Identification No.) | ||||||||||||
| 102 Duffy Avenue, | Hicksville, | New York | 11801 | ||||||||
| (Address of principal executive offices) | |||||||||||
(516) 683-4100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, $0.01 par value per share | FLG | New York Stock Exchange | ||||||||||||
| Bifurcated Option Note Unit Securities SM | FLG PRU | New York Stock Exchange | ||||||||||||
| Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock | FLG PRA | New York Stock Exchange | ||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders (the “Meeting”) of Flagstar Financial, Inc. (the "Company") was held on Wednesday, June 4, 2025, virtually via webcast, pursuant to notice duly given.
(b) At the close of business on April 7, 2025, the record date for the determination of shareholders entitled to vote at the Meeting, there were 415,074,297 outstanding shares of the Company’s common stock, each share being entitled to vote, constituting all of the outstanding voting securities of the Company.
(c) At the Meeting, the holders of 362,876,787 shares of the Company’s common stock were represented in person or by proxy constituting a quorum.
(d) The matters considered and voted on by the Company’s shareholders at the Meeting, and the vote itself, were as follows:
1)The following individuals were elected as directors, each for a three-year term, by the following vote:
| Name | Shares Voted For | Shares Voted Against | Abstentions | |||||||||||
| Brian R. Callanan | 291,077,900 | 2,330,748 | 549,286 | |||||||||||
| Marshall Lux | 267,303,804 | 25,680,310 | 973,820 | |||||||||||
| Allen C. Puwalski | 289,297,028 | 4,101,350 | 559,556 | |||||||||||
There were 68,918,853 broker non-votes on this proposal.
2)The appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified by the following vote:
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 359,120,362 | 3,112,618 | 643,807 | ||||||
There were 0 broker non-votes on this proposal.
3)The results of the vote to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers were as follows:
| Shares Voted For | Shares Voted Against | Abstentions | ||||||
| 260,494,962 | 32,107,185 | 1,355,787 | ||||||
There were 68,918,853 broker non-votes on this proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: | June 6, 2025 | FLAGSTAR FINANCIAL, INC. | |||||||||
| /s/ Bao Nguyen | |||||||||||
| Bao Nguyen | |||||||||||
| Senior Executive Vice President, General Counsel and Chief of Staff | |||||||||||